Common use of Legal Defeasance and Covenant Defeasance Clause in Contracts

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.039.03. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a9.02(a) hereof of the option applicable to this Section 8.02(b9.02(b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.039.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 9.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and 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: (i1) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.049.04, and as more fully set forth in such Section 8.049.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii2) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 5.02 hereof; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s Issuers’ obligations in connection therewith; and (iv4) the provisions of this Article Eight IX applicable to Legal Defeasance. Subject to compliance with this Article EightIX, the Issuer Issuers may exercise its their option under this Section 8.02(b9.02(b) notwithstanding the prior exercise of its option under Section 8.02(c9.02(c). (c) Upon the Issuer’s Issuers’ exercise under paragraph (aSection 9.02(a) hereof of the option applicable to this paragraph (cSection 9.02(c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.039.03, be released from their respective obligations under the covenants contained in Sections 4.03 5.03 (other than with respect to the legal existence of the IssuerIssuers), 4.045.04, 4.07, 4.08, 4.09 and 4.10 5.07 through 5.16 and clause (3) of Section 5.01(a6.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 9.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.017.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.039.03, clauses (3), (4), (5), (6) and (57) of Section 6.01 7.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.039.03. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a9.02(a) hereof of the option applicable to this Section 8.02(b9.02(b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.039.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 9.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and Notes, this Indenture Indenture, the Note Guarantees and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture Security Documents (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: (i1) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, or interest or premium, if any, and interest on such Notes when such payments are duedue from the trust referred to below; (ii2) the Issuer’s obligations with respect to such Notes under Article Two Sections 2.06, 2.07, 2.08, 2.09 and Section 4.02 hereof4.02; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, Collateral Agent and the Issuer’s and the Guarantors’ obligations in connection therewith; and (iv4) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.04, 4.044.05, 4.07, 4.08, 4.09 through 4.26 and 4.10 and clause clauses (3) and (4) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (4) (with respect to the Security Agreement, other Security Documents and Intercreditor Agreement only), (5), (6), (10) and (511) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesGuaranties, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Guaranties and this Indenture (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s Issuers’ obligations in connection therewith; and (iv) the provisions of this Article Eight VIII applicable to Legal Defeasance. Subject to compliance with this Article EightVIII, the Issuer Issuers may exercise its their option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s Issuers’ exercise under paragraph (aSection 8.02(a) hereof of the option applicable to this paragraph (cSection 8.02(c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerIssuers), 4.04, 4.07, 4.08, 4.09 and 4.10 4.07 through 4.17 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph Section 8.02 (a) hereof of the option applicable to this paragraph Section 8.02 (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), (5), (6) and (57) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof above of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture (with respect to such Notes) referred to in (i) and (ii) below, and to have cured all then existing Events of Default and satisfied all its other obligations under such Notes and this Indenture (with respect to such Notes) and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i1) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, or interest or premium, if any, and interest on such Notes when such payments are duedue from the trust referred to below; (ii2) the Issuer’s obligations with respect to such the Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereofthe maintenance of an office or agency for payment and money for security payments held in trust; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv4) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof above of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.074.05, 4.084.06, 4.07 and 4.09 through 4.20 and 4.10 and clause clauses (3) and (4) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof above of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), (5), (6) and (57) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the IssuerCompany’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Company and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Securities (including the Security Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, of premium, if any, and interest on such Notes Securities when such payments are due; , (ii) the IssuerCompany’s obligations with respect to such Notes Securities under Article Two and Section 4.02 hereof; 4.02, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the IssuerCompany’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Company and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect except to the legal existence of extent relating to Parent or the IssuerCompany), 4.04, 4.05, 4.07, 4.08, 4.09 through 4.19 and 4.10 and clause (3) of Section 5.01(a) Article Five with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities (including the Security Guarantees) shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities and Security Guarantees, the Issuer Company and each of the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3Sections 6.01(c), (4), 6.01(d) and (56.01(e) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a1) The Issuer may, Company may at its option and at any time, elect to have either paragraph (bSection 3.2(2) or (cSection 3.2(3) below be applied to all outstanding Notes such Outstanding Debt Securities upon compliance with the conditions set forth below in this Section 8.033.2. Legal Defeasance and Covenant Defeasance may be effected only with respect to all, and not less than all, of the Outstanding Debt Securities. (b2) Upon the IssuerCompany’s exercise under Section 8.02(a) hereof of the above option applicable to this Section 8.02(b3.2(2), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Company will be deemed to have been discharged from their its obligations with respect to all outstanding Notes such Outstanding Debt Securities on the date the conditions set forth below in clause (4) of this Section 3.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall Company will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary Guaranteessuch Outstanding Debt Securities, which shall will thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.04 hereof 3.2(5) and the other Sections of this Indenture referred to in clauses (i) and through (iiiv) belowof this paragraph, and to have satisfied all of its other obligations under such Notes Debt Securities and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture insofar as such Debt Securities are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall will execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes such Outstanding Debt Securities to receive, solely from the trust fund described in Section 8.04, 3.2(4)a) and as more fully set forth in such this Section 8.043.2 and Section 3.3, payments in respect of the principal of, premiumof and interest, if any, and interest on on, such Notes Debt Securities when such payments are due; ; (ii) the Issuer’s obligations of the Company and the Trustee with respect to such Notes Debt Securities under Article Two Section 2.8, Section 2.9, Section 9.2 and Section 4.02 hereof; 9.4; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceSection 3.2 and Section 3.3. Subject to compliance with this Article Eight, the Issuer The Company may exercise its option under this Section 8.02(b3.2(2) notwithstanding the prior exercise of its option under Section 8.02(c)3.2(3) with respect to such Debt Securities. (c3) Upon the IssuerCompany’s exercise under paragraph (a) hereof of the above option applicable to this paragraph (cSection 3.2(3), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Company will be released from their respective its obligations under the covenants contained in Sections 4.03 clauses (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 ii) and 4.10 and clause (3iii) of Section 5.01(a) with respect to the outstanding Notes 9.5 and Section 9.7 on and after the date the conditions set forth in clause (4) of this Section 8.03 3.2 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall such Debt Securities will thereafter be deemed to be not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with any such covenantscovenant, but shall will continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, that with respect to the outstanding Notessuch Outstanding Debt Securities, the Issuer and the Subsidiary Guarantors Company may omit to comply with with, and shall will have no liability in respect of of, any term, condition or limitation set forth in any such Section or any such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of any reference in any such Section or such other covenant to any other provision herein or in any other document document, and such omission to comply shall will not constitute an Event of Default under Section 6.01a default; provided, buthowever, except as specified above, the remainder of this Indenture and such Notes shall Debt Securities will be unaffected thereby. In addition. (4) The following will be the conditions to the application of Section 3.2(2) or Section 3.2(3) to any Outstanding Debt Securities: a) The Company will irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 5.8 who will agree to comply with the provisions of this Section 3.2 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders: (i) an amount in Dollars, (ii) Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and interest, if any, on such Debt Securities, money, or (iii) a combination thereof, in any case, in an amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which will be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of and interest, if any, on such Outstanding Debt Securities on the Maturity of such principal or installment of principal or interest. b) Such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound. c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Debt Securities will have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance under Section 3.2(2), no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, under Section 4.1 will have occurred and be continuing at any time during the period ending on and including the 91st day after the date of such deposit (it being understood that this condition to Legal Defeasance under Section 3.2(2) will not be deemed satisfied until the expiration of such period); provided, however, that should that condition fail to be satisfied on or before such 91st day after the date of such deposit, the Trustee shall promptly, upon receipt of satisfactory evidence of such failure, return such deposit to the Issuer’s exercise Company. d) In the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in applicable federal income tax law, in either case to the effect that, and based thereon, such opinion of independent counsel will confirm that the Holders of such Outstanding Debt Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Legal Defeasance had not occurred. e) In the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Holders of such Outstanding Debt Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Covenant Defeasance had not occurred. f) The Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the Legal Defeasance or Covenant Defeasance, as the case may be, under paragraph this Indenture have been satisfied. g) If the moneys or Government Obligations or combination thereof, as the case may be, deposited under Section 3.4(a) below are sufficient to pay the principal of and interest, if any, on such Debt Securities, provided such Debt Securities are redeemed on a particular Redemption Date, the Company will have given the Trustee irrevocable instructions to redeem such Debt Securities on such date and to provide notice of such redemption to Holders as provided in or under this Indenture. h) The Trustee will have received such other documents, assurances and Opinions of Counsel as the Trustee will have reasonably required. (a5) hereof Subject to the provisions of the option applicable to last paragraph of Section 9.4, all moneys and Government Obligations deposited with the Trustee (or other qualifying trustee, collectively for purposes of this paragraph (cSection 3.2(5), subject the “Trustee”) in accordance with Section 3.2(4)a) in respect of any Outstanding Debt Securities will be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company or any Subsidiary or Affiliate of the Company acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal and interest, but such money and Government Obligations need not be segregated from other funds, except to the extent required by law. The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited in accordance with this Section 3.2 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Debt Securities. Upon the satisfaction of the conditions set forth in this Section 8.03with respect to all of the Outstanding Debt Securities of any series, clauses (3)the terms and conditions of such Debt Securities, (4)including the terms and conditions with respect thereto set forth in this Indenture) shall no longer be binding upon or applicable to the Company. Upon the satisfaction of the conditions set forth in this Section with respect to all of the Outstanding Debt Securities of any series, the Trustee shall, upon Company Request, acknowledge in writing that the Company’s obligations with respect to the Debt Securities have been discharged as provided for herein. Notwithstanding the cessation, termination and discharge of all obligations, covenants and agreements of the Company under this Indenture with respect to any Debt Securities, the obligations of the Company to the Trustee under Section 5.7, and (5) the obligations of the Trustee under Section 3.3 and the last paragraph of Section 6.01 9.4, shall not constitute Events of Defaultsurvive with respect to such Debt Securities.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and option, at any time, elect to have either paragraph (b) or (c) below applied the obligations of the Company and the Guarantor with respect to all outstanding Notes Securities discharged upon compliance with the conditions set forth in Section 8.039.02 hereof as provided in this Section 9.01. If the Company exercises its Legal Defeasance (as defined below) option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. (b) Upon the IssuerCompany’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b)such option, the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.039.02 hereof, be deemed to have been paid and discharged from their obligations with respect to all the entire indebtedness represented by the outstanding Notes on Securities after the date the conditions set forth below are satisfied deposit specified in Section 9.02(a) hereof (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.04 9.03 hereof and the other Sections of this Indenture referred to in clause (i) and or (ii) belowof this Section 9.01(b), and to have satisfied all its other obligations under such Notes Securities and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture hereunder (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal ofprincipal, premium, if any, and interest on such Notes the Securities when such payments are due; (ii) the IssuerCompany’s obligations with respect to such Notes under Article Two the Securities concerning issuing temporary Securities, registration of Securities, mutilated, destroyed, lost or stolen Securities and Section 4.02 hereofthe maintenance of an office or agency for payments; (iii) the rights, powers, trusts, duties duties, protections, benefits, indemnities and immunities of the Trustee hereunder and the Issuer’s obligations of the Company and the Guarantor in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)IX. (c) Upon the IssuerCompany’s exercise under paragraph (aSection 9.01(a) hereof of the option applicable to this paragraph (cSection 9.01(c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.039.02 hereof, be released from their respective each of its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)Section 5.02, 4.04Section 5.03, 4.07Section 5.04, 4.08, 4.09 Section 7.01(c) and 4.10 and clause (3Section 7.01(d) of Section 5.01(a) hereof with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 9.02 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall Securities will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with with, and the Company shall have no liability in respect of of, any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.017.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall Securities will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under paragraph (aSection 9.01(a) hereof of the option applicable to this paragraph (cSection 9.01(c), subject to the satisfaction of the conditions set forth in Section 8.039.02, clauses (3), (4), Section 7.01(c) and (5Section 7.01(d) of Section 6.01 shall hereof will not constitute Events of Default. (d) Subject to compliance with this Article IX, the Company may exercise its option under this Section 9.01(b) notwithstanding the prior exercise of its option under Section 9.01(c) hereof.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and by Board Resolutions of the Board of Directors of the Issuer, at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities and the corresponding Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof 8.4 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (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 provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.048.4, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due; , (ii) the IssuerCompany’s obligations with respect to such Notes Securities under Article Two and Section 4.02 hereof; 4.2, (iii) the rights, powers, truststrust, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be released from their respective obligations obligations, if any, under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.3 and 4.10 4.4 and clause (3) of Section 5.01(a) Sections 4.12 through 4.19 and Article Five with respect to the outstanding Notes Securities and the corresponding Guarantees on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(iii), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, clauses (3Sections 6.1(iii), (46.1(iv), 6.1(v) and (56.1(viii) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b8.02 (b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s Issuers’ obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer Issuers may exercise its their option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s Issuers’ exercise under paragraph (aSection 8.02(a) hereof of the option applicable to this paragraph (cSection 8.02(c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerIssuers), 4.04, 4.07, 4.08, 4.09 and 4.10 4.07 through 4.16 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), (5), (6) and (57) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a1) The Issuer may, MAALP may at its option and by Board Resolution, at any time, with respect to the Notes, elect to have either paragraph (bSection 11.02(2) or (cSection 11.02(3) below be applied to all outstanding such Outstanding Notes and any upon compliance with the conditions set forth below in this Section 8.0311.02; provided, however, legal defeasance under clause (2) of this Section 11.02 and covenant defeasance under clause (3) of this Section 11.02 may be effected only with respect to all, and not less than all, of the Outstanding Notes. (b2) Upon the IssuerMAALP’s exercise under Section 8.02(a) hereof of the above option applicable to this Section 8.02(b)11.02(2) with respect to the Outstanding Notes, the Issuer and the MAALP, MAA and, if CRLP shall have become a party to this Indenture pursuant to a Subsidiary Guarantors Guarantee Supplemental Indenture as contemplated by Section 4.14, CRLP shall, subject to the satisfaction of the conditions set forth in Section 8.03except as provided below, be deemed to have been discharged from any and all of their respective obligations with respect to all outstanding the Outstanding Notes and, in the case of CRLP, any Subsidiary Guarantees thereof on the date the conditions set forth below in clause (4) of this Section 11.02 are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, Legal Defeasance such legal defeasance means that the Issuer and the Subsidiary Guarantors MAALP shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesOutstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in subclauses (i) and through (iiiv) belowof this clause (2), and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors MAALP, MAA and, if applicable, CRLP shall be deemed to have satisfied all of their other respective obligations under the such Notes, any Subsidiary Guarantees thereof and this Indenture insofar as such Notes and any such Subsidiary Guarantees are concerned (and the Trustee, on demand of and at the expense of the IssuerMAALP, shall execute proper instruments acknowledging the same), except for the following provisions which shall shall, anything in this Indenture to the contrary notwithstanding, survive such legal defeasance and remain in full force and effect until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding such Outstanding Notes to receive, solely (except as provided elsewhere in or pursuant to this Section 11.02) from the trust fund described in clause (4)(a) of this Section 8.04, 11.02 and as more fully set forth in such this Section 8.04402 and Section 11.03, payments in respect of the principal of, of (and premium, if any, ) and interest on such Notes when such payments are due; , (ii) the Issuer’s obligations of MAALP and the Trustee with respect to such Notes under Article Two Sections 2.06, 2.07, 2.08 and Section 4.02 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) this Section 11.02, Sections 11.03 and 11.04 and the provisions first sentence of this Article Eight applicable to Legal Defeasancethe third paragraph of Section 15.01. Subject to compliance with this Article Eight, the Issuer MAALP may exercise its option under this clause (2) of this Section 8.02(b) 11.02 notwithstanding the prior exercise of its option under clause (3) of this Section 8.02(c)11.02 with respect to the Notes. (c3) Upon the IssuerMAALP’s exercise under paragraph (a) hereof of the above option applicable to this paragraph clause (c), the Issuer and the Subsidiary Guarantors shall, subject 3) of this Section 11.02 with respect to the satisfaction of the conditions set forth in Section 8.03Outstanding Notes, MAALP and MAA shall be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3ii) of Section 5.01(a4.05, Sections 4.06, .4.09, 4.10, 4.11 and 4.12, clause (ii) with respect of Section 4.13 and Section 4.14, and, if CRLP shall have become a party to the outstanding this Indenture pursuant to a Subsidiary Guarantee Supplemental Indenture as contemplated by Section 4.14, CRLP shall be released, except as provided below, from its obligations under its Subsidiary Guarantees, if any, of such Notes and, solely insofar as relates to such Notes, from all of its other obligations, if any, under this Indenture, in each case on and after the date the conditions set forth in clause (4) of this Section 8.03 11.02 are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the such Notes shall thereafter be deemed to be not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with any such covenantscovenant or, in the case of CRLP and except as provided below, with respect to any such Subsidiary Guarantees of such Notes or any other obligations of CRLP under this Indenture with respect to such Notes, but shall continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding such Outstanding Notes, the Issuer and the any Subsidiary Guarantors Guarantees, if any, thereof, each of MAALP and MAA and, if applicable and except as provided below, CRLP may omit to comply with with, and shall have no liability in respect of of, any term, condition or limitation set forth in any such covenantSection, or, in the case of CRLP and except as provided below, any Subsidiary Guarantee of the Notes or any of CRLP’s other obligations, if any, under this Indenture with respect to the Notes, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant Section, or, in the case of CRLP and except as provided below, to any such Subsidiary Guarantee or such other obligations of CRLP under this Indenture with respect to the Notes, or by reason of any reference in any such covenant Section, or, in the case of CRLP and except as provided below, in any such Subsidiary Guarantee or any other provision of this Indenture applicable (insofar as concerns the Notes) to CRLP, to any other provision herein or in any other document document, and such omission to comply shall not constitute a default or an Event of Default under Section 6.01501(c) or, in the case of any Subsidiary Guarantee of the Notes and except as provided below, Section 501(e) or otherwise, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition; provided, upon however, that, anything in this Indenture to the Issuercontrary notwithstanding, CRLP’s exercise obligations under this Section 11.02, Sections 11.03 and 11.04 and the first sentence of the third paragraph of Section 1501 shall survive any such covenant defeasance and remain in full force and effect. (4) The following shall be the conditions to application of clause (2) or (3) of this Section 11.02 to any Outstanding Notes: (a) hereof MAALP shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the option Holders of Notes, (1) an amount in Dollars or in such Foreign Currency in which the Notes are then specified as payable at Stated Maturity or, if such legal defeasance or covenant defeasance is to be effected in compliance with subclause (f) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Notes (determined on the basis of the Currency in which the Notes are then specified as payable at Stated Maturity or, if such legal defeasance or covenant defeasance is to be effected in compliance with subclause (f) below, on the relevant Redemption Date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, on such Notes, money, or (3) a combination thereof, in any case in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge and (y) the principal of and premium, if any, and interest, if any, on, and the amount of any Additional Interest which is or will be payable with respect to the Notes is at the time of deposit determinable by MAALP (in the exercise by MAALP of its reasonable discretion), any Additional Interest with respect to, such Outstanding Notes, in each case on the day on which such payments are due and payable in accordance with the terms of this paragraph Indenture and of the Notes, whether at the Stated Maturity, on any applicable Redemption Date or otherwise. (b) Such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which MAALP or MAA or any of their respective Subsidiaries or, if applicable. (c)) No Event of Default or event which, subject with notice or lapse of time or both, would become an Event of Default with respect to the satisfaction Notes shall have occurred and be continuing on the date of such deposit, and, solely in the conditions set forth in case of legal defeasance under clause (2) of this Section 8.0311.02, clauses no Event of Default with respect to the Notes under clause (3), 6) or (4), and 7) of Section 6.01 or event which with notice or lapse of time or both would become an Event of Default with respect to the Notes under clause (56) or (7) of Section 6.01 shall have occurred and be continuing at any time during the period ending on and including the 91st day after the date of such deposit (it being understood that this condition to legal defeasance under clause (2) of this Section 11.02 shall not constitute Events be deemed satisfied until the expiration of Defaultsuch period); provided that, solely for the purpose of determining whether the condition to legal defeasance of the Notes set forth in this clause (c) shall have been satisfied, any Event of Default with respect to CRLP under clause (6) or (7) of Section 6.01 or any event with respect to CRLP which with notice or lapse of time or both would become an Event of Default under clause (6) or (7) of Section 6.01 shall be disregarded unless either (x) CRLP is a Significant Subsidiary or (y) CRLP guarantees or is required to guarantee the Notes pursuant to Section 4.14 at any time during such 91 day period. (d) In the case of legal defeasance pursuant to clause (2) of this Section 11.02, MAALP shall have delivered to the Trustee an Opinion of Counsel stating that (x) since the date of this Indenture, there has been a change in applicable U.S. federal income tax law or (y) MAALP has received from, or there has been published by, the Internal Revenue Service a ruling, in either case to the effect that, and based on that change in law or ruling such Opinion of Counsel shall confirm that, the Holders of such Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; or, in the case of covenant defeasance pursuant to clause (3) of this Section 11.02, MAALP shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Holders of such Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (e) MAALP shall have delivered to the Trustee an Officer’s Certificate of MAALP and an Opinion of Counsel, each stating that all conditions precedent to the legal defeasance or covenant defeasance, as the case may be, under this Indenture have been complied with. (f) If the monies or Government Obligations or combination thereof, as the case may be, deposited under subclause (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on and, to the extent provided in such subclause (a), Additional Interest with respect to, such Notes provided such Notes are redeemed on a particular Redemption Date, MAALP shall have given the Trustee irrevocable instructions to redeem all such Notes on such date and, unless notice of redemption shall have been previously given to the Holders of all of the Outstanding Notes of such series as and when required by the terms of the Notes and this Indenture, to give notice of such redemption to the Holders of the Outstanding Notes as and when required by the terms of the Notes and this Indenture. MAALP shall (or, in the case of legal defeasance or covenant defeasance in respect of any Notes that are guaranteed by CRLP pursuant to this Indenture, MAALP and CRLP shall, jointly and severally) pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 11.02 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Notes. Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay to MAALP from time to time upon an Operating Partnership Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4)(a) of this Section 11.02 which, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a legal defeasance or covenant defeasance, as applicable, in accordance with this Section 11.02. In the event that MAALP effects legal defeasance or covenant defeasance with respect to the Notes, CRLP shall be released from its Subsidiary Guarantees, if any, of the Notes, and all of its other obligations under this Indenture with respect to the Notes, except that, anything in this Indenture to the contrary notwithstanding, CRLP’s obligations under this Section 11.02, Sections 11.03 and 11.04 and the first sentence of the third paragraph of Section 15.01 shall survive such legal defeasance or covenant defeasance, as the case may be, and remain in full force and effect.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Casella may, at its option and by Board Resolution of the Board of Directors of Casella, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Xxxxxxx'x exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors Casella shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Casella shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCasella, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Xxxxxxx'x obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Xxxxxxx'x obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer Casella may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s Xxxxxxx'x exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Casella and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.074.05, 4.08, 4.07 and 4.09 and 4.10 through 4.22 and clause (34) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”"COVENANT DEFEASANCE"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Casella and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Xxxxxxx'x exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (4), 5) and (56) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.0310.03. (b) Upon the Issuer’s exercise under Section 8.02(a10.02(a) hereof of the option applicable to this Section 8.02(b10.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.0310.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, Note Guarantees and the Security Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Notes, the Note Guarantees, this Indenture and the Security Documents which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 10.04 hereof and the other Sections of this Indenture referred to in (i) and i)and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and Note Guarantees, this Indenture and the Security Documents (and the TrusteeTrustee and the Noteholder Collateral Agent, 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: (i) the The rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.0410.04 hereof, and as more fully set forth in such Section 8.0410.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the The Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 6.02 hereof; (iii) the The rights, powers, trusts, duties and immunities of the Trustee and Noteholder Collateral Agent hereunder and the Issuer’s and Guarantors’ obligations in connection therewith; and (iv) the The provisions of this Article Eight Ten applicable to Legal Defeasance. Subject to compliance with this Article EightTen, the Issuer may exercise its option under this Section 8.02(b10.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)10.02(c) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.0310.03 hereof, be released from their respective obligations under the covenants contained in Article Three (solely with rights to the Holders purchase option upon a Change of Control), Sections 4.03 6.03 (other than with respect to the legal existence of the Issuer), 4.046.04, 4.076.05 and 6.08 through 6.21 and Articles Seven, 4.08, 4.09 Twelve and 4.10 Thirteen hereof and clause (3) of Section 5.01(a) the Security Documents with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 10.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.018.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.0310.03 hereof, clauses (3iii), (4iv), (v), (vi), (ix) and (5x) of Section 6.01 8.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 4.07 through 4.16 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), (5) and (56) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution, at any time, with respect to the Securities, elect to have either paragraph (b) or paragraph (c) below be applied to all the outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Company shall be deemed to have been released and discharged from their its obligations with respect to all the outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance such legal defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof paragraph (e) below and the other Sections of and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary 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 survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.04, paragraph (d) below and as more fully set forth in such Section 8.04paragraph, payments in respect of the principal Accreted Value of, premiumand interest, if any, and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article Two Sections 2.05, 2.06, 2.07 and 4.02, and, with respect to the Trustee, under Section 4.02 hereof; 7.08, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article EightSection 8.02, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) below with respect to the Securities. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Company shall be released and the Subsidiary Guarantors shall, subject discharged from its obligations under any covenant contained in Article Five and in Sections 4.07 (except to the satisfaction of extent required to be complied with by the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3TIA) of Section 5.01(a) through 4.18 with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"covenant defeasance"), and the Notes Securities shall thereafter be deemed to be not “"outstanding” " for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Securities: (i) the Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, upon specifically pledged as security for, and dedicated solely to, the Issuer’s exercise benefit of the Holders of such Securities, (A) cash, in United States dollars, in an amount or (B) direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations") maturing as to principal, premium, if any, and interest in such amounts of cash, in United States dollars, and at such times as are sufficient without consideration of any reinvestment of such interest, to pay the Accreted Value of, and interest, if any, on the outstanding Securities not later than one day before the due date of any payment, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee to pay and discharge the Accreted Value of, and interest, if any, on the outstanding Securities on the Final Maturity Date or on an earlier redemption date in accordance with the terms of this Indenture and of such Securities; PROVIDED, HOWEVER, that the Trustee shall have received an irrevocable written order from the Company instructing the Trustee to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; PROVIDED, FURTHER, that if the Securities are to be redeemed, either notice of such redemption shall have been given or the Company shall have given the Trustee irrevocable directions to give notice of such redemption in the name, and at the expense of the Company, under arrangements satisfactory to the Trustee; (ii) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(e) or (f) is concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iii) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of the Company; (iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (v) in the case of an election under paragraph (ab) hereof above, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the option applicable outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such legal defeasance and will be subject to this Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (vi) in the case of an election under paragraph (c)) above, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (vii) in the case of an election under either paragraph (b) or (c) above, an Opinion of Counsel to the effect that, (A) the trust funds will not be subject to any rights of any other holders of Indebtedness of the Company, and (B) after the 91st day following the deposit, the trust funds will not be subject to the satisfaction effect of any applicable Bankruptcy Law; PROVIDED, HOWEVER, that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the conditions set forth Company, no opinion needs to be given as to the effect of such laws on the trust funds except the following: (I) assuming such trust funds remained in Section 8.03the Trustee's possession prior to such court ruling to the extent not paid to Holders of Securities, clauses (3)the Trustee will hold, for the benefit of the Holders of Securities, a valid and enforceable security interest in such trust funds that is not avoidable in bankruptcy or otherwise, subject only to principles of equitable subordination, (4)II) the Holders of Securities will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used, and (5III) no property, rights in property or other interests granted to the Trustee or the Holders of Securities in exchange for or with respect to any of such funds will be subject to any prior rights of any other person, subject only to prior Liens granted under Section 6.01 364 of Title 11 of the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law having the same effect), but still subject to the foregoing clause (II); and (viii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (A) all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with and (B) if any other Indebtedness of the Company shall then be outstanding or committed, such legal defeasance or covenant defeasance will not constitute Events violate the provisions of Defaultthe agreements or instruments evidencing such Indebtedness. (e) All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to paragraph (d) above in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company or any Affiliate of the Company) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of the Accreted Value of, and interest, if any, on the Securities, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to paragraph (d) above or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything in this Section 8.02 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request, in writing, by the Company any money or U.S. Government Obligations held by it as provided in paragraph (d) above which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Legal Defeasance and Covenant Defeasance. (a) The Issuer mayLegal defeasance of the Securities of any series under Section 12.2(b) and covenant defeasance of the Securities of any series under Section 12.2(c) shall be applicable to the Securities of each series, and the Company may at its option and by Board Resolution, at any time, with respect to such Securities, elect to have either paragraph (bSection 12.2(b) or (cSection 12.2(c) below be applied to all outstanding Notes the Outstanding Securities of any series upon compliance with the conditions set forth below in this Section 8.0312.2. (b) Upon the IssuerCompany’s exercise under Section 8.02(a) hereof of the legal defeasance option above applicable to this Section 8.02(b)12.2(b) with respect to the Securities of any series, the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Company shall be deemed to have been discharged from their its obligations with respect to all outstanding Notes the Outstanding Securities of such series on the date the conditions set forth below in clause (d) of this Section 12.2 are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, Legal Defeasance means such legal defeasance shall mean that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesOutstanding Securities of such series, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in clauses (i) and (ii) immediately below, and to have satisfied all of its other obligations under such Notes Securities and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary 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 survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders holders of outstanding Notes the Outstanding Securities of such series to receive, solely from the trust fund described in clause (d) of this Section 8.04, 12.2 and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, of (and premium, if any) and interest, and interest if any, on the Securities of such Notes series when such payments are due; , (ii) the Issuer’s obligations of the Company and the Trustee under Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 4.2, Section 4.4, Section 12.3 and Section 12.5 with respect to the Securities of such Notes under Article Two and Section 4.02 hereof; series, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceSection 12.2. Subject to compliance with this Article Eight, the Issuer The Company may exercise its option under this Section 8.02(b12.2(b) notwithstanding the prior exercise of its option under clause (c) of this Section 8.02(c)12.2 with respect to the Securities of such series. (c) Upon the IssuerCompany’s exercise under paragraph (a) hereof of the above covenant defeasance option above applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a12.2(c) with respect to the outstanding Notes Securities of any series, the Company shall be released from its obligations with respect to the Securities of such series to comply with any term, provision or condition under Section 11.1 and Section 4.7 (or any additional covenants applicable to any series of Securities as set forth in the related Board Resolution or supplemental indenture) on and after the date the conditions set forth in clause (d) of this Section 8.03 12.2 are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes Securities of such series shall thereafter be deemed to be not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders holders (and the consequences of any thereof) in connection with any such covenantscovenant, but shall continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means such covenant defeasance shall mean that, with respect to the outstanding Notes, Outstanding Securities of such series the Issuer and the Subsidiary Guarantors Company may omit to comply with with, and shall have no liability in respect of of, any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 6.016.1(d) or otherwise with respect to the Securities of such series, as the case may be, insofar as it relates to Section 11.1 and Section 4.7, but, except as specified above, the remainder of this Indenture and the Securities of such Notes series shall be unaffected thereby; provided that notwithstanding a covenant defeasance with respect to Section 11.1, any Person to whom a sale, assignment, transfer, lease, conveyance or other disposition is made pursuant to Section 11.1, shall as a condition to such sale, assignment, transfer, lease, conveyance or other disposition, assume by an indenture supplemental hereto in form satisfactory to the Trustee, executed by such successor Person and delivered to the Trustee, the obligations of the Company to the Trustee under Section 7.6 and the second to the last paragraph of this Section 12.2. (d) The following shall be the conditions to application of clause (b) or (c) of this Section 12.2 to the Outstanding Securities of any series: (i) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.9 who shall agree to comply with the provisions of this Section 12.2 applicable to it) as trust funds in trust solely for the benefit of the holders of the Securities of such series for the purpose of making the following payments, (x) money in an amount sufficient or (y) Government Obligations, the scheduled payments of interest and principal in respect thereof in accordance with their terms shall be sufficient, or a combination of (x) and (y) that shall be sufficient (in the opinion of a nationally recognized Independent Registered Public Accounting Firm expressed in a written certification thereof delivered to the Trustee, which opinion need be given only if Government Obligations have been so deposited), without consideration of any reinvestment to pay and discharge the entire indebtedness on such Securities then Outstanding, including the principal of, and any premium and interest on, such Securities, to the date of such deposit (in the case of Securities which have become due and payable) or to Maturity thereof (including earlier redemption), as the case may be. (ii) Such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (iii) No Event of Default with respect to the Securities of such series or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other than an Event of Default resulting from noncompliance with any covenant from which the Company is released upon effectiveness of such legal defeasance or covenant defeasance, as applicable). (iv) In the case of an election under clause (b) of this Section 12.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue Ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (v) In the case of an election under clause (c) of this Section 12.2, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (vi) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the legal defeasance or covenant defeasance under clause (b) or (c) of this Section 12.2 (as the case may be) have been complied with. (vii) If the Securities of such series are to be redeemed prior to Stated Maturity, notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. In additionFollowing the deposit referred to in clause (d) of this Section 12.2, the Trustee, upon the Issuer’s exercise under paragraph (a) hereof request and at the cost and expense of the option applicable Company, will acknowledge in writing the discharge of the Company’s obligations under the Securities of such series and this Indenture with respect to such series except for the surviving obligations specified above. The Company shall pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this paragraph (c)Section 12.2 or the principal or interest received in respect thereof other than any such tax, subject fee or other charge which by law is for the account of the holders of the Outstanding Securities of any series. Anything in this Section 12.2 to the satisfaction contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (d) of this Section 12.2 that, in the opinion of a nationally recognized Independent Registered Public Accounting Firm expressed in a written certification thereof delivered to the Trustee, are in excess of the conditions set forth amount thereof which would then be required to be deposited to effect a legal defeasance or covenant defeasance, as applicable, in accordance with this Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default12.2.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes Dollar Securities and/or Sterling Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes Dollar Securities and/or Sterling Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesDollar Securities and/or Sterling Securities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture (with respect to such Securities) referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Dollar Securities and/or Sterling Securities and this Indenture (with respect to such Securities) and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes Securities issued hereunder to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, premiumor interest or premium and Additional Interest, if any, and interest on such Notes Securities when such payments are duedue from the trust referred to below; (ii) the Issuer’s obligations with respect to such Notes under Article Two the Securities issued thereunder concerning issuing temporary Securities, registration of Securities, mutilated, destroyed, lost or stolen Securities and Section 4.02 hereofthe maintenance of an office or agency for payment and money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.074.05, 4.084.06, 4.07 and 4.09 through 4.20 and 4.10 and clause clauses (3) and (4) of Section 5.01(a) hereof with respect to the outstanding Notes Dollar Securities and/or Sterling Securities on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Dollar Securities and/or Sterling Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesDollar Securities and/or Sterling Securities, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such other covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (4), (5), (6) and (57) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and by Board Resolution of the Board of Directors of the Issuer, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s obligations with respect to such Notes Securities under Article Two Sections 2.05, 2.06, 2.07, 2.08 and Section 4.02 hereof; 4.02, (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder under this Indenture and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance8. Subject to compliance with this Article EightSection 8.02, the Issuer may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations Obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.03, 4.04, 4.07, 4.08, 4.09 4.04 and 4.10 4.12 through 4.19 and clause (3) of Section 5.01(a) Article 5 with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3Sections 6.01(c), (46.01(d), 6.01(e) and (56.01(h) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged dis- charged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 8.4 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.3 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness under Article X or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.048.4 hereof, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when and to the extent such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article Two II and Section 4.02 4.2 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and , including Section 7.7 hereof and (iv) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.8 through 4.15 and 4.10 and clause (3) of Section 5.01(a) Article V hereof with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Securities shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.3 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness under Article X or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of or Default under Section 6.016.1(iii) hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, clauses (3Sections 6.1(iii), (4), 6.1(iv) and (56.1(v) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes of a particular series upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b)) with respect to Notes of any series, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes of such series and Subsidiary Guaranteesrelated Guaranties, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all its of their other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees related Guaranties and this Indenture with respect to such Notes (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes of such series to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s Issuers’ obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer Issuers may exercise its their option under this Section 8.02(b) notwithstanding the prior exercise of its their option under Section 8.02(c). (c) Upon the Issuer’s Issuers’ exercise under paragraph (aSection 8.02(a) hereof of the option applicable to this paragraph (c)Section 8.02(c) with respect to Notes of any series, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) 4.04 with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes of such series, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (aSection 8.02(a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), and (4), and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and at any time, with respect to the Securities, elect to have either paragraph (b) or paragraph (c) below applied to all the outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the IssuerCompany’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, shall be deemed to have been released and discharged from their obligations with respect to all the outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof the Sections and the other Sections of matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)insofar as such Securities are concerned, except for the following provisions following, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of the Holders of outstanding Notes Securities to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due; , (ii) the IssuerCompany’s obligations with to issue temporary Securities, register the transfer or exchange of any Securities, replace mutilated, destroyed, lost or stolen Securities and maintain an office or agency for payments in respect to such Notes under Article Two and Section 4.02 hereof; of the Securities, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and therewith and (iv) the Legal Defeasance provisions of this Article Eight applicable to Legal DefeasanceIndenture. Subject to compliance with this Article Eight, the Issuer The Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) below with respect to the Securities. (c) Upon the IssuerCompany’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, shall be released and discharged from their respective obligations under the covenants any covenant contained in Article Five and in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) through 4.21 with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed to be not “outstanding” for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer Company and the Subsidiary Guarantors any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(3), nor shall any event referred to in Section 6.01(4) or (7) thereafter constitute a Default or an Event of Default thereunder but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon . (d) The following shall be the Issuer’s exercise under conditions to application of either paragraph (ab) hereof of the option applicable to this or paragraph (c) above to the outstanding Securities: (1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holder pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, U.S. Legal Tender or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged (“U.S. Government Obligations”) or a combination thereof, maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of the reinvestment of such interest and principal and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of Independent public accountants, selected by the Company, expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, to pay the principal of, premium, if any, and interest on all the outstanding Securities on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Securities; (2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) The Trustee shall have received Officers’ Certificates stating that no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(5) or (6) is concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) The Trustee shall have received Officers’ Certificates stating that such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other material instrument or agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (5) (i) In the event the Company elects paragraph (b) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income taxes on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, or (ii) in the event the Company elects paragraph (c) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably acceptable to the Trustee, confirming that, Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (6) The Company shall have delivered to the Trustee an Opinion of Counsel stating that as a result of the Legal Defeasance or Covenant Defeasance, neither the Trustee nor the trust have become or are deemed to have become an “investment company” under the Investment Company Act of 1940, as amended; (7) The Company shall have delivered to the Trustee an Officers’ Certificate, in form and substance reasonably satisfactory to the Trustee, stating that the deposit under clause (1) was not made by the Company, a Guarantor or any Subsidiary of the Company with the intent of preferring the Holders of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company, a Guarantor, or any Subsidiary of the Company or others; (8) The Company shall have delivered to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that, after the 91st day following the deposit, the trust funds will not be subject to the satisfaction effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (9) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 8.01 have been complied with; provided, however, that no deposit under clause (1) above shall be effective to terminate the obligations of the conditions set forth in Company under the Securities or this Indenture prior to 90 days following any such deposit; and (10) The Company shall have paid all amounts owing to the Trustee pursuant to Section 8.037.07. Notwithstanding the foregoing, clauses (3), (4), and the Opinion of Counsel required by paragraph (5) above need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable on the maturity date for the securities within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of Section 6.01 shall not constitute Events notice of Defaultredemption by the Trustee in the name, and at the expense, of the Company. In the event all or any portion of the Securities are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 4.07 through 4.16 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), (5) and (56) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.0310.03. (b) Upon the Issuer’s exercise under Section 8.02(a10.02(a) hereof of the option applicable to this Section 8.02(b10.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.0310.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, Note Guarantees and the Security Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Notes, the Note Guarantees, this Indenture and the Security Documents which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 10.04 hereof and the other Sections of this Indenture referred to in (i) and i)and (ii) belowii)below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and Note Guarantees, this Indenture and the Security Documents (and the TrusteeTrustee and the Noteholder Collateral Agent, 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: (i) the The rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.0410.04 hereof, and as more fully set forth in such Section 8.0410.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the The Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 6.02 hereof; (iii) the The rights, powers, trusts, duties and immunities of the Trustee and Noteholder Collateral Agent hereunder and the Issuer’s and Guarantors’ obligations in connection therewith; and (iv) the The provisions of this Article Eight Ten applicable to Legal Defeasance. Subject to compliance with this Article EightTen, the Issuer may exercise its option under this Section 8.02(b10.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)10.02(c) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.0310.03 hereof, be released from their respective obligations under the covenants contained in ARTICLE Three (solely with rights to the Holders purchase option upon a Fundamental Change of Control), Sections 4.03 6.03 (other than with respect to the legal existence of the Issuer), 4.046.04, 4.076.05 and 6.08 through 6.21 and ARTICLES Seven, 4.08, 4.09 Twelve and 4.10 Thirteen hereof and clause (3) of Section 5.01(a) the Security Documents with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 10.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.018.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.0310.03 hereof, clauses (3vii), (4viii), (ix), (x), (xiii) and (5xiv) of Section 6.01 8.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture (with respect to such Securities) referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (with respect to such Securities) and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes Securities issued hereunder to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, premium, if any, and interest interest, on such Notes Securities when such payments are duedue from the trust referred to below; (ii) the Issuer’s obligations with respect to such Notes under Article Two the Securities issued hereunder concerning issuing temporary Securities, registration of Securities, mutilated, destroyed, lost or stolen Securities and Section 4.02 hereofthe maintenance of an office or agency for payment; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.074.05, 4.084.06, 4.07 and 4.09 through 4.22 and 4.10 clauses (2) and clause (3) of Section 5.01(a) hereof with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors may omit or fail to comply with and shall have no liability in respect of any term, obligation, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (4), (5), (6) and (57) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and by Board Resolution of the Board of Directors of the Issuer, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and Securities, this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture Security Documents (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s obligations with respect to such Notes Securities under Article Two Sections 2.05, 2.06, 2.07, 2.08, 4.02, 4.19 and Section 4.02 hereof; 4.20, (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder under this Indenture and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance8. Subject to compliance with this Article EightSection 8.02, the Issuer may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations Obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.03, 4.04, 4.07, 4.08, 4.09 4.04 and 4.10 4.12 through 4.18 and clause (3) of Section 5.01(a) Article 5 with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3Sections 6.01(c), (46.01(d), 6.01(e) and (56.01(h) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Notes and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes under Article Two and Section 4.02 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.10 through 4.20 and 4.10 and clause (3) of Section 5.01(a) Article Five hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)) and Holders of the Notes and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of or Default under Section 6.016.01(3) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3Sections 6.01(3), (4), 6.01(4) and (56.01(5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Alderwoods may, at its option and by Board Resolution, at any time, with respect to the Seven-Year Notes, elect to have either paragraph (b) or paragraph (c) below be applied to all the outstanding Seven-Year Notes upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the Issuer’s Alderwoods' exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Alderwoods shall be deemed to have been released and discharged from their its obligations with respect to all the outstanding Seven-Year Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance such legal defeasance means that the Issuer and the Subsidiary Guarantors Alderwoods shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSeven-Year Notes, which shall thereafter be deemed to be “outstanding” "OUTSTANDING" only for the purposes of Section 8.04 hereof paragraph (e) below and the other Sections of and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Seven-Year Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture insofar as such Seven-Year Notes are concerned (and the Trustee, on demand of and at the expense of the IssuerAlderwoods, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Seven-Year Notes to receive, receive solely from the trust fund described in Section 8.04, paragraph (d) below and as more fully set forth in such Section 8.04paragraph, payments in respect of the principal of, premium, if any, and interest on such Seven-Year Notes when such payments are due; , (ii) the Issuer’s Alderwoods' obligations with respect to such Seven-Year Notes under Article Two Sections 2.06, 2.07 and 4.02, and, with respect to the Trustee, under Section 4.02 hereof; 7.08, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance8. Subject to compliance with this Article EightSection 8.02, the Issuer Alderwoods may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) below with respect to the Seven-Year Notes. (c) Upon the Issuer’s exercise by Alderwoods under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Alderwoods shall be released and discharged from their respective its obligations under the covenants any covenant contained in Article 5 and in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) 4.05 through 4.17 with respect to the outstanding Seven-Year Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"COVENANT DEFEASANCE"), and the Seven-Year Notes shall thereafter be deemed to be not “outstanding” "OUTSTANDING" for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” "OUTSTANDING" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Seven-Year Notes, the Issuer and the Subsidiary Guarantors Alderwoods may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Seven-Year Notes shall be unaffected thereby. In addition. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Seven-Year Notes: (i) Alderwoods shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.11 who shall agree to comply with the provisions of this Section 8.02 applicable to it) as trust funds in trust for the purpose of making the following payments, upon specifically pledged as security for, and dedicated solely to, the Issuer’s exercise benefit of the Holders of such Seven-Year Notes, (A) cash, in United States dollars, in an amount sufficient to pay principal of, premium, if any, and interest on the outstanding Seven-Year Notes on the Maturity Date, (B) direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. GOVERNMENT OBLIGATIONS") maturing as to principal, premium, if any, and interest in such amounts of cash, in United States dollars, and at such times as are sufficient without consideration of any reinvestment of interest, to pay principal of, premium, if any, and interest on the outstanding Seven-Year Notes not later than one day before the due date of any payment, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge principal of, premium, if any, and interest on the outstanding Seven-Year Notes (except lost, stolen or destroyed Seven-Year Notes which have been replaced or repaid) on the Maturity Date thereof or otherwise in accordance with the terms of this Indenture and of such Seven-Year Notes; PROVIDED, HOWEVER, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from Alderwoods instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Seven-Year Notes, and to secure the payment obligations of Alderwoods under this Section 8.02(d), the Trustee shall have a perfected Lien prior to all other creditors on all such money and proceeds; (ii) no Default or Event of Default with respect to the Seven-Year Notes shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(a) is concerned, at any time during the period commencing on the date of such deposit and ending on the 91st day thereafter (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iii) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of Alderwoods; (iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which Alderwoods is a party or by which it is bound; (v) in the case of an election under paragraph (ab) hereof above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel stating that (A) Alderwoods has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the option applicable outstanding Seven-Year Notes will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to this federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (vi) in the case of an election under paragraph (c)) above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Seven-Year Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (vii) in the case of an election under either paragraph (b) or (c) above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel to the effect that, (A) the trust funds will not be subject to any rights of any other holders of Indebtedness of Alderwoods, and (B) after the 91st day following the deposit, the trust funds will not be subject to the satisfaction effect of any applicable Bankruptcy Law; PROVIDED, HOWEVER, that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of Alderwoods, no opinion needs to be given as to the effect of such laws on the trust funds except the following: (x) assuming such trust funds remained in the Trustee's possession prior to such court ruling to the extent not paid to Holders of Seven-Year Notes, the Trustee will hold, for the benefit of the conditions set forth Holders of Seven-Year Notes, a valid and enforceable security interest in Section 8.03such trust funds that is not avoidable in bankruptcy or otherwise, clauses (3)subject only to principles of equitable subordination, (4)y) the Holders of Seven-Year Notes will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used, and (5z) no property, rights in property or other interests granted to the Trustee or the Holders of Seven-Year Notes in exchange for or with respect to any of such funds will be subject to any prior rights of any other Person, subject only to prior Liens granted under Section 6.01 364 of Title 11 of the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law having the same effect), but still subject to the foregoing clause (y); and (viii) Alderwoods shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (A) all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with and (B) if any other Indebtedness of Alderwoods shall then be outstanding or committed, such legal defeasance or covenant defeasance will not constitute Events violate the provisions of Defaultthe agreements or instruments evidencing such Indebtedness. (e) All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee) pursuant to paragraph (d) above in respect of the outstanding Seven-Year Notes shall be held in trust and applied by the Trustee (or other qualifying trustee), in accordance with the provisions of such Seven-Year Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than Alderwoods or any Affiliate of Alderwoods) as the Trustee (or other qualifying trustee) may determine, to the Holders of such Seven-Year Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law. Alderwoods shall pay and indemnify the Trustee (or other qualifying trustee) against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to paragraph (d) above or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Seven-Year Notes. Anything in this Section 8.02 to the contrary notwithstanding, the Trustee (or other qualifying trustee) shall deliver or pay to Alderwoods from time to time upon the request, in writing, by Alderwoods any money or U.S. Government Obligations held by it as provided in paragraph (d) above that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (or other qualifying trustee), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Legal Defeasance and Covenant Defeasance. SATISFACTION AND DISCHARGE SECTION 8.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE; ALTERNATIVE SATISFACTION AND DISCHARGE. (a) The Issuer Company may, at the option of its option and Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either paragraph (b) Section 8.02 or (c) below 8.03 hereof, with such modifications thereto as may be specified in the Board Resolution or supplemental indenture establishing a particular series of Securities, be applied to all outstanding Notes Securities of one or more series upon compliance with the conditions set forth below in Section 8.03this Article 8. (b) Upon As an alternative to having Section 8.02 or 8.03 be applied to all outstanding Securities of one or more series, the Issuer’s exercise Company may terminate its obligations under the Securities of one or more series and its obligations under this Indenture in respect of such series of Securities (except those obligations referred to in the penultimate paragraph of this Section 8.02(a) hereof 8.01(b), and any obligation of the option Company to convert or exchange Securities of such series as expressly provided for in the Board Resolution or indenture supplemental hereto establishing such Series) (1) if (i) all Securities of such series theretofore authenticated and delivered (except lost, stolen or destroyed Securities that have been replaced or paid and Securities for whose payment cash in United States dollars has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 8.06) have been delivered to the Trustee for cancellation; (ii) the Company has paid all sums payable by it hereunder or under the applicable Board Resolution or indenture supplemental hereto in respect of such series of Securities; and (iii) the Company shall have delivered to this Section 8.02(b)the Trustee an Officer's Certificate and an Opinion of Counsel, the Issuer and the Subsidiary Guarantors shall, subject each stating that all conditions precedent relating to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections discharge of this Indenture referred to in have been complied with; or (2) if (i) either (A) in the case of a series of Securities redeemable prior to its stated maturity, the Company shall, pursuant to Article 3, have given notice to the Trustee and mailed a notice of redemption to each Holder of Securities of such series of the redemption of all of such Securities under arrangements satisfactory to the Trustee for the giving of such notice or (B) all Securities of such series have otherwise become due and payable hereunder or will become due and payable within one year; (ii) below, and the Company shall have irrevocably deposited or caused to have satisfied all its other obligations under such Notes and this Indenture and be deposited with the Subsidiary Guarantors shall be deemed Trustee (or a trustee satisfactory to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand under the terms of an irrevocable trust agreement in form and at substance satisfactory to the expense Trustee), as trust funds in trust solely for the benefit of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receiveSecurities of such series for that purpose, solely from the trust fund described cash in Section 8.04, and as more fully set forth United States dollars in such Section 8.04amount as is sufficient without consideration of reinvestment of interest or other earnings on such cash, payments in respect of to pay the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest on the outstanding Securities of such Notes when series to the date of such payments are due; deposit (iiin the case of Securities which have become due and payable) or to the Issuer’s obligations stated maturity or redemption date, as the case may be; (iii) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such Notes under Article Two deposit or shall occur as a result of such deposit and Section 4.02 hereof; (iii) such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewithCompany is bound; and (iv) the provisions Company shall have paid all other sums payable by it hereunder in respect of this Article Eight applicable Securities of such series; and (v) the Company shall have delivered to Legal Defeasance. Subject to compliance with this Article Eightthe Trustee an Officers' Certificate and an Opinion of Counsel, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject each stating that all conditions precedent relating to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder discharge of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Defaulthave been complied with.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and by Board Resolutions of the Boards of Directors of the Issuers, at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the Issuer’s Issuers' exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Issuers and the Subsidiary Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities and the corresponding Subsidiary Guarantees, if any, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof 8.4 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.3 shall cease to be subject to any obligations to, or the rights of, any holder of First Priority Lien Obligations under Article X or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.048.4, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article Two II and Section 4.02 hereof; 4.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer Issuers may exercise its their option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Issuers' exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Issuers and the Subsidiary Guarantors each Guarantor, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be released from their respective obligations obligations, if any, under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.3 and 4.10 4.4 and clause (3) of Sections 4.12 through 4.19 and Section 5.01(a) 4.21 and Article V with respect to the outstanding Notes Securities and the corresponding Subsidiary Guarantee, if any, on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Securities shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.3 shall cease to be subject to any obligations to, or the rights of, any holder of First Priority Lien Obligations under Article X or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(iii), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, clauses (3Sections 6.1(iii), (46.1(iv), 6.1(v) and (56.1(ix) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the IssuerCompany’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), each of the Issuer Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 8.4 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Notes and any amounts deposited under Section 8.3 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article X or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.048.4 hereof, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes when and to the extent such payments are due; , (ii) the IssuerCompany’s obligations with respect to such Notes under Article Two II and Section 4.02 4.2 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and , including Section 7.7 hereof and (iv) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the IssuerCompany’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), each of Xxxxxx Holdings, the Issuer Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.8 through 4.15, 4.04, 4.07, 4.08, 4.09 Sections 4.18 and 4.10 4.19 and clause (3) of Section 5.01(a) Article V hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect ) and Holders of the Notes and any amounts deposited under Section 8.3 hereof shall cease to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein be subject to any such covenant obligations to, or by reason the rights of, any holder of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default Senior Debt under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.Article X,

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, Note Guarantees and the Security Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Notes, the Note Guarantees, this Indenture and the Security Documents which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and Note Guarantees, this Indenture and the Security Documents (and the TrusteeTrustee and the Noteholder Collateral Agent, 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee and Noteholder Collateral Agent hereunder and the Issuer’s and Guarantors’ obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.074.05 and 4.09 through 4.23, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) and Articles Ten and Eleven hereof and the Security Documents with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (45), (6), (9) and (510) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer, the Co-Issuer and the Subsidiary Guarantors Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary the Note Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its their other obligations under such Notes and this Indenture and the Subsidiary Security Documents and the Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and Note Guarantees, this Indenture and the Security Documents (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, truststrust, duties and immunities of the Trustee hereunder and Note Collateral Agent and the Issuer’s Issuers’ obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the Note Guarantees, the Security Documents and the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerIssuers), 4.04, 4.074.05, 4.08, 4.07 and 4.09 through Section 4.27 and 4.10 and clause (3Section 5.01(a)(3) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3Sections 6.01(3), (46.01(4), 6.01(5), 6.01(6), 6.01(7), 6.01(10) and (56.01(11) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.10, 4.14 and 4.10 4.15 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), (5) and (56) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and option, at any time, elect to have either paragraph (b) or (c) below of this Section 8.1 be applied to all outstanding Outstanding Notes upon compliance with the conditions set forth in Section 8.038.2. (b) Upon the Issuer’s exercise under paragraph (a) of this Section 8.02(a) hereof 8.1 of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.2, be deemed to have been discharged from their its obligations with respect to all outstanding Outstanding Notes on the date all of the conditions set forth below in Section 8.2 (including Section 8.2(d)(ii)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesOutstanding Notes, which shall thereafter be deemed to be “outstanding” Outstanding only for the purposes of Section 8.04 hereof 8.3 and the other Sections of this Indenture referred to in clause (i) and or (ii) belowof this paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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 provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due;, (ii) the Issuer’s obligations with respect to such Notes under Article Two II and Section 4.02 hereof;3.3, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; , and (iv) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.02(c)8.1. (c) Upon Legal Defeasance (subject to the satisfaction of the conditions set forth in Section 8.2), the Master Collateral and Intercreditor Agreement shall terminate with respect to each Holder in respect of the Notes, and the Liens on the Collateral securing such Notes shall be released from securing such Notes, provided that the provisions of Sections 2.3(c), 2.3(i), 5.1, 7.4, 11.2, 11.8, 11.9, 11.10 and 11.14 of the Master Collateral and Intercreditor Agreement shall survive any such termination. (d) Upon the Issuer’s exercise under paragraph (a) hereof of this Section 8.1 of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the applicable conditions set forth in Section 8.038.2, be released from their respective its obligations under the covenants contained in Section 3.4, Section 3.6, Section 3.7, Sections 4.03 (other than with respect to the legal existence of the Issuer)3.8, 4.04Section 3.9, 4.07Section 3.12, 4.08Section 3.13, 4.09 Section 3.14, Section 3.15, Section 3.16, Section 3.18, Section 4.1(a)(ii) and 4.10 and clause (3) of Section 5.01(a4.1(d) with respect to the outstanding Outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenant shall not constitute a Default or an Event of or Default under Section 6.016.1(a)(iii) (except in respect of a failure to perform or comply with Section 4.1(c)), Section 6.1(a)(iv) or Section 6.1(a)(v), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and by Board Resolutions, at any time, with respect to the Securities, elect to have either paragraph (b) or paragraph (c) below be applied to all the outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the Issuer’s Issuers' exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, shall be deemed to have been released and discharged from their obligations with respect to all the outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Issuer and the Subsidiary Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof the Sections and the other Sections of matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)insofar as such Securities are concerned, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.04, paragraph (d) below and as more fully set forth in such Section 8.04paragraph, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when such payments are due; due and any Guarantor's obligations in respect thereof, and (ii) the Issuer’s obligations with respect to such Notes under Article Two and listed in Section 4.02 hereof; (iii) the rights8.03, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject subject to compliance with this Article Eight, the Issuer Section 8.01. The Issuers may exercise its their option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) below with respect to the Securities. (c) Upon the Issuer’s Issuers' exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Issuers shall be released and discharged from their respective its obligations under the covenants any covenant contained in Article Five and in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) through 4.23 with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"COVENANT DEFEASANCE"), and the Notes Securities shall thereafter be deemed to be not “"outstanding” " for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer Issuers, their Subsidiaries and the Subsidiary Guarantors any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), nor shall any event referred to in Section 6.01(d), (e), (h) or (i) thereafter constitute a Default or an Event of Default thereunder but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon . (d) The following shall be the Issuer’s exercise under conditions to application of either paragraph (ab) hereof of the option applicable to this or paragraph (c) above to the outstanding Securities: (1) The Issuers shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, U.S. Legal Tender or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged ("U.S. GOVERNMENT OBLIGATIONS") maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of the reinvestment of such interest and after payment of all Federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, to pay the principal of, premium, if any, and interest on all the outstanding Securities on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Securities; (2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) The Trustee shall have received Officers' Certificates stating that no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(f) or (g) is concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) The Trustee shall have received Officers' Certificates stating that such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other material instrument or agreement to which either Issuer or any of their Subsidiaries is a party or by which it or its property is bound; (i) In the event the Issuers elect paragraph (b) hereof, the Issuers shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee to the effect that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that Holders of the Securities will not recognize income gain or loss for Federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to Federal income taxes in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, or (ii) in the event the Issuers elect paragraph (c) hereof, the Issuers shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that Holders of the Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to Federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (6) The deposit shall not result in either Issuer, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (7) The Issuers shall have delivered to the Trustee an Officer's Certificate, in form and substance reasonably satisfactory to the Trustee, stating that the deposit under clause (1) was not made by the Issuers or any Subsidiary of either Issuer with the intent of preferring the Holders over any other creditors of the Issuers defeating, hindering, delaying or defrauding any other creditors of the Issuers or any Subsidiary of either Issuer or others; (8) The Issuers shall have delivered to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that (A) the trust funds will not be subject to the satisfaction rights of holders of Indebtedness of either Issuer or any Guarantor other than the Securities and (B) assuming no intervening bankruptcy of either Issuer between the date of deposit and the 91st day following the deposit and that no Holder of Securities is an insider of either Issuer, after the passage of 90 days following the deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; and (9) The Issuers have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 8.01 have been complied with; PROVIDED, HOWEVER, that no deposit under clause (1) above shall be effective to terminate the obligations of the conditions set forth Issuers under the Securities or this Indenture prior to 90 days following any such deposit. In the event all or any portion of the Securities are to be redeemed through such irrevocable trust, the Issuers must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in Section 8.03, clauses (3), (4), the name and (5) at the expense of Section 6.01 shall not constitute Events of Defaultthe Issuers.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.038.03 hereof. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and the corresponding Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary the Note Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Note Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.074.05 and 4.09 through 4.21, 4.08, 4.09 Section 5.01(a)(3) and 4.10 and clause (3) of Section 5.01(a) Article Twelve hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (45), (6) and (59) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and by Board Resolution of the Board of Directors of the Issuer, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes and this Indenture upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two Sections 2.03, 2.04, 2.06, 2.07, 2.10, 2.15, 2.16 and Section 4.02 hereof;; and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.07, 4.08, 4.04 and 4.09 and 4.10 through 4.22 and clause (34) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), ) and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (i) any event described in clause (3), (4), and (5), (6) or (7) of Section 6.01 shall not will no longer constitute Events an Event of Default and (ii) any event described in clause (1), (2), (8) or (9) of Section 6.01 will continue to constitute an Event of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its option and their option, at any time, elect to have either paragraph (b) or (c) below of this Section 8.1 be applied to all outstanding Outstanding Notes upon compliance with the conditions set forth in Section 8.038.2. (b) Upon the Issuer’s Issuers’ exercise under paragraph (a) of this Section 8.02(a) hereof 8.1 of the option applicable to this Section 8.02(bparagraph (b), the Issuer Issuers and the Subsidiary Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.2, be deemed to have been discharged from their obligations with respect to all outstanding Outstanding Notes and the Note Guarantees thereof on the date all of the conditions set forth below in Section 8.2 (including Section 8.2(4)(b)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Note Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Outstanding Notes and Subsidiary Guaranteesthe Note Guarantees thereof, which shall thereafter be deemed to be “outstanding” Outstanding only for the purposes of Section 8.04 hereof 8.3 and the other Sections of this Indenture referred to in clause (i) and or (ii) belowof this paragraph (b), and to have satisfied all its their other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Note Guarantees thereof and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Outstanding Notes to receive, receive solely from the trust fund described in Section 8.048.3, and as more fully set forth in such Section 8.048.3, payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due;, (ii) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two II and Section 4.02 hereof;3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ obligations in connection therewith; , and (iv) the provisions of this Article Eight applicable to Legal Defeasanceand Sections 8.3, 8.5 and 8.6. Subject to compliance with this Article EightVIII, the Issuer Issuers may exercise its their option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its their option under paragraph (c) of this Section 8.02(c)8.1. (c) Upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of this Section 8.1 of the option applicable to this paragraph (c), the Issuer Issuers and the Subsidiary Note Guarantors shall, subject to the satisfaction of the applicable conditions set forth in Section 8.038.2, be released from their respective obligations under the covenants contained in Section 3.4, Section 3.5, Sections 4.03 3.8 through 3.14, Section 3.15 (other than except to the extent required by the TIA or the Securities Act), Section 3.16, Section 4.1(b) and (c) and Section 10.7 with respect to the legal existence of the Issuer)Outstanding Notes, 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Notes, shall thereafter be deemed not “outstanding” Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Outstanding Notes, the Issuer and the Subsidiary Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of or Default under Sections 6.1(a)(3), (4), (5), (6) and (7) and the first paragraph of Section 6.01, 4.1 but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) Issuer and (ii) below, and the Guarantors shall be deemed to have satisfied all its other obligations under such Notes and Notes, this Indenture Indenture, the Note Guarantees and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture Security Documents (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: (i1) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, or interest or premium, if any, and interest on such Notes when such payments are duedue from the trust referred to below; (ii2) the Issuer’s obligations with respect to such Notes under Article Two Sections 2.06, 2.07, 2.08, 2.09 and Section 4.02 hereof4.02; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Collateral Agent, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (iv4) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.04, 4.044.05, 4.07, 4.08, 4.09 through 4.26 and 4.10 and clause clauses (3) and (4) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (4) (with respect to the Security Agreement, other Security Documents and Intercreditor Agreement only), (5), (6), (10) and (511) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.039.03. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a9.02(a) hereof of the option applicable to this Section 8.02(b9.02(b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.039.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 9.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.049.04, and as more fully set forth in such Section 8.049.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 5.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s Issuers’ obligations in connection therewith; and (iv) the provisions of this Article Eight IX applicable to Legal Defeasance. Subject to compliance with this Article EightIX, the Issuer Issuers may exercise its their option under this Section 8.02(b9.02(b) notwithstanding the prior exercise of its option under Section 8.02(c9.02(c). (c) Upon the Issuer’s Issuers’ exercise under paragraph (aSection 9.02(a) hereof of the option applicable to this paragraph (cSection 9.02(c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.039.03, be released from their respective obligations under the covenants contained in Sections 4.03 5.03 (other than with respect to the legal existence of the IssuerIssuers), 4.045.04, 4.07, 4.08, 4.09 and 4.10 5.07 through 5.16 and clause (3) of Section 5.01(a6.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 9.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.017.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.039.03, clauses (3), (4), (5), (6) and (57) of Section 6.01 7.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the Issuer’s exercise under paragraph (aSection 8.02(a) hereof of the option applicable to this paragraph (cSection 8.02(c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their its respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 4.07 through 4.11 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), ) and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and by Board Resolutions of the Boards of Directors of the Issuers, at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Issuers and the Subsidiary Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities and the corresponding Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer Issuers may exercise its their option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Issuers and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations obligations, if any, under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 4.04 and clause (3) of Section 5.01(a) Sections 4.12 through 4.18 and Article Five with respect to the outstanding Notes Securities and the corresponding Guarantees on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(iii), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3Sections 6.01(iii), (4), 6.01(iv) and (56.01(v) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Alderwoods may, at its option and by Board Resolution, at any time, with respect to the Two-Year Notes, elect to have either paragraph (b) or paragraph (c) below be applied to all the outstanding Two-Year Notes upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the Issuer’s Alderwoods' exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Alderwoods shall be deemed to have been released and discharged from their its obligations with respect to all the outstanding Two-Year Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance such legal defeasance means that the Issuer and the Subsidiary Guarantors Alderwoods shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesTwo-Year Notes, which shall thereafter be deemed to be “outstanding” "OUTSTANDING" only for the purposes of Section 8.04 hereof paragraph (e) below and the other Sections of and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Two-Year Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture insofar as such Two-Year Notes are concerned (and the Trustee, on demand of and at the expense of the IssuerAlderwoods, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Two-Year Notes to receive, receive solely from the trust fund described in Section 8.04, paragraph (d) below and as more fully set forth in such Section 8.04paragraph, payments in respect of the principal of, premium, if any, and interest on such Two-Year Notes when such payments are due; , (ii) the Issuer’s Alderwoods' obligations with respect to such Two-Year Notes under Article Two Sections 2.06, 2.07 and 4.02, and, with respect to the Trustee, under Section 4.02 hereof; 7.08, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance8. Subject to compliance with this Article EightSection 8.02, the Issuer Alderwoods may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) below with respect to the Two-Year Notes. (c) Upon the Issuer’s exercise by Alderwoods under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Alderwoods shall be released and discharged from their respective its obligations under the covenants any covenant contained in Article 5 and in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) 4.05 through 4.17 with respect to the outstanding Two-Year Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"COVENANT DEFEASANCE"), and the Two-Year Notes shall thereafter be deemed to be not “outstanding” "OUTSTANDING" for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” "OUTSTANDING" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Two-Year Notes, the Issuer and the Subsidiary Guarantors Alderwoods may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Two-Year Notes shall be unaffected thereby. In addition. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Two-Year Notes: (i) Alderwoods shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.11 who shall agree to comply with the provisions of this Section 8.02 applicable to it) as trust funds in trust for the purpose of making the following payments, upon specifically pledged as security for, and dedicated solely to, the Issuer’s exercise benefit of the Holders of such Two-Year Notes, (A) cash, in United States dollars, in an amount sufficient to pay principal of, premium, if any, and interest on the outstanding Two-Year Notes on the Maturity Date, (B) direct non-callable obligations of, or non-callable 44 obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. GOVERNMENT OBLIGATIONS") maturing as to principal, premium, if any, and interest in such amounts of cash, in United States dollars, and at such times as are sufficient without consideration of any reinvestment of interest, to pay principal of, premium, if any, and interest on the outstanding Two-Year Notes not later than one day before the due date of any payment, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge principal of, premium, if any, and interest on the outstanding Two-Year Notes (except lost, stolen or destroyed Two-Year Notes which have been replaced or repaid) on the Maturity Date thereof or otherwise in accordance with the terms of this Indenture and of such Two-Year Notes; PROVIDED, HOWEVER, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from Alderwoods instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Two-Year Notes, and to secure the payment obligations of Alderwoods under this Section 8.02(d), the Trustee shall have a perfected Lien prior to all other creditors on all such money and proceeds; (ii) no Default or Event of Default with respect to the Two-Year Notes shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(a) is concerned, at any time during the period commencing on the date of such deposit and ending on the 91st day thereafter (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iii) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of Alderwoods; (iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which Alderwoods is a party or by which it is bound; (v) in the case of an election under paragraph (ab) hereof above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel stating that (A) Alderwoods has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the option applicable outstanding Two-Year Notes will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to this federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (vi) in the case of an election under paragraph (c)) above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Two-Year Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (vii) in the case of an election under either paragraph (b) or (c) above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel to the effect that, (A) the trust funds will not be subject to any rights of any other holders of Indebtedness of Alderwoods, and (B) after the 91st day following the deposit, the trust funds will not be subject to the satisfaction effect of any applicable Bankruptcy Law; PROVIDED, HOWEVER, that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of Alderwoods, no opinion needs to be given as to the effect of such laws on the trust funds except the following: (x) assuming such trust funds remained in the Trustee's possession prior to such court ruling to the extent not paid to Holders of Two-Year Notes, the Trustee will hold, for the benefit of the conditions set forth Holders of Two-Year Notes, a valid and enforceable security interest in Section 8.03such trust funds that is not avoidable in bankruptcy or otherwise, clauses (3)subject only to principles of equitable subordination, (4)y) the Holders of Two-Year Notes will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used, and (5z) no property, rights in property or other interests granted to the Trustee or the Holders of Two-Year Notes in exchange for or with respect to any of such funds will be subject to any prior rights of any other Person, subject only to prior Liens granted under Section 6.01 45 364 of Title 11 of the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law having the same effect), but still subject to the foregoing clause (y); and (viii) Alderwoods shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (A) all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with and (B) if any other Indebtedness of Alderwoods shall then be outstanding or committed, such legal defeasance or covenant defeasance will not constitute Events violate the provisions of Defaultthe agreements or instruments evidencing such Indebtedness. (e) All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee) pursuant to paragraph (d) above in respect of the outstanding Two-Year Notes shall be held in trust and applied by the Trustee (or other qualifying trustee), in accordance with the provisions of such Two-Year Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than Alderwoods or any Affiliate of Alderwoods) as the Trustee (or other qualifying trustee) may determine, to the Holders of such Two-Year Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law. Alderwoods shall pay and indemnify the Trustee (or other qualifying trustee) against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to paragraph (d) above or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Two-Year Notes. Anything in this Section 8.02 to the contrary notwithstanding, the Trustee (or other qualifying trustee) shall deliver or pay to Alderwoods from time to time upon the request, in writing, by Alderwoods any money or U.S. Government Obligations held by it as provided in paragraph (d) above that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (or other qualifying trustee), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes Discount Securities, Senior Securities and/or Senior PIK Securities, as applicable, upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Discount Securities, Senior Securities and/or Senior PIK Securities, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesDiscount Securities, Senior Securities and/or Senior PIK Securities, as applicable, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture (with respect to such Securities) referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Discount Securities, Senior Securities and/or Senior PIK Securities, as applicable, and this Indenture (with respect to such Securities) and the Subsidiary Guarantors any Guarantor shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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: (i) the rights of Holders of the applicable outstanding Notes Securities issued hereunder to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, receive payments in respect of the principal of, premiumor interest or premium and Additional Interest, if any, and interest on such Notes Securities when such payments are duedue from the trust referred to below; (ii) the Issuer’s obligations with respect to such Notes under Article Two the applicable Securities issued hereunder concerning issuing temporary Securities, registration of Securities, mutilated, destroyed, lost or stolen Securities and Section 4.02 hereofthe maintenance of an office or agency for payment and money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.074.05, 4.084.06, 4.07 and 4.09 through 4.19 and 4.10 and clause clauses (3) and (4) of Section 5.01(a) hereof with respect to the outstanding Notes Discount Securities, Senior Securities and/or Senior PIK Securities, as applicable, on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Discount Securities, Senior Securities and/or Senior PIK Securities, as applicable, shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesDiscount Securities, Senior Securities and/or Senior PIK Securities, as applicable, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (4), (5), (6) and (57) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, with respect to the Notes, elect to have either paragraph (b) or paragraph (c) below be applied to all the outstanding Notes upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Company shall be deemed to have been released and discharged from their its obligations with respect to all the outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance such legal defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof paragraph (e) below and the other Sections of and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Notes and any amounts deposited under paragraph (d) below shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness under Article 10 or otherwise, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.04, paragraph (d) below and as more fully set forth in such Section 8.04paragraph, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes under Article Two Sections 2.03, 2.04, 2.05, 2.06, 2.07 and 4.02, and, with respect to the Trustee, under Section 4.02 hereof; 7.08, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance8. Subject to compliance with this Article EightSection 8.02, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) below with respect to the Notes. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Company shall be released and discharged from their respective its obligations under the covenants any covenant contained in Articles Five and Ten and in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) 4.07 through 4.17 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"covenant defeasance"), and the Notes shall thereafter be deemed to be not “"outstanding” " for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder and Holders of the Notes and any amounts deposited under paragraph (it being understood that such Notes d) below shall not cease to be deemed outstanding for accounting purposes)subject to any obligations to, or the rights of, any holder of Senior Indebtedness under Article 10 or otherwise. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Notes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.11 who shall agree to comply with the provisions of this Section 8.02 applicable to it) as trust funds in trust for the purpose of making the following payments, upon specifically pledged as security for, and dedicated solely to, the Issuer’s exercise benefit of the Holders of such Notes, (x) cash, in United States dollars, in an amount or (y) direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations") maturing as to principal, premium, if any, and interest in such amounts of cash, in United States dollars, and at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Notes not later than one day before the due date of any payment, or (z) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge principal of, premium, if any, and interest on the outstanding Notes (except lost, stolen or destroyed Notes which have been replaced or paid) on the Final Maturity Date or otherwise in accordance with the terms of this Indenture and of such Notes; provided, however, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Company instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Notes; (2) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(a) is concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of the Company; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (5) in the case of an election under paragraph (ab) hereof above, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the option outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such legal defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (6) in the case of an election under paragraph (c) above, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (7) in the case of an election under either paragraph (b) or (c) above, an Opinion of Counsel to the effect that, (x) the trust funds will not be subject to any rights of any holders of Senior Indebtedness, including, without limitation, those rights arising under this Indenture, and (y) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Law; provided, however, that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, no opinion needs to be given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the Trustee's possession prior to such court ruling to the extent not paid to Holders of Notes, the Trustee will hold, for the benefit of the Holders of Notes, a valid and enforceable security interest in such trust funds that is not avoidable in bankruptcy or otherwise, subject only to principles of equitable subordination, (B) the Holders of Notes will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used, and (C) no property, rights in property or other interests granted to the Trustee or the Holders of Notes in exchange for or with respect to any of such funds will be subject to any prior rights of any other person, subject only to prior Liens granted under Section 364 of Title 11 of the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law having the same effect), but still subject to the foregoing clause (B); and (8) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with. (e) All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this paragraph (ce), subject the "Trustee") pursuant to paragraph (d) above in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the satisfaction payment, either directly or through any Paying Agent (other than the Company or any Affiliate of the conditions set forth Company) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in Section 8.03respect of principal, clauses (3)premium and interest, (4), and (5) of Section 6.01 but such money need not be segregated from other funds except to the extent required by law. The Trustee shall not constitute Events of Default.be under no duty to invest such funds or U.S.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s 's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer, the Co-Issuer and the Subsidiary Guarantors Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary the Note Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Note Guarantees and this Indenture (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Issuers obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers' obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s Issuers' exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerIssuers), 4.04, 4.074.05, 4.08, 4.07 and 4.09 and 4.10 through 4.24 and clause (3) of Section 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3), (4), (5), (6) and (57) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Managers of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Company and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities and the corresponding Guarantees on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof 8.4 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.3 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article X or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.048.4, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article Two II and Section 4.02 hereof; 4.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Company and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be released from their respective obligations obligations, if any, under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.3, 4.044.4, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) Sections 4.12 through 4.18 and Articles V and XIV with respect to the outstanding Notes Securities and the corresponding Guarantees and the Collateral on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Securities shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.3 shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article X or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(c), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.3, clauses (3Sections 6.1(c), (4), 6.1(d) and (56.1(e) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and by Board Resolutions of the Board of Directors of the Issuer, at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes Securities of a series upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities of such series and the corresponding Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof 8.4 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture and the Subsidiary Guarantors shall be deemed with respect to have satisfied all such series of their obligations under the Subsidiary Guarantees and this Indenture Securities (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 provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities of such series to receive, receive solely from the trust fund described in Section 8.048.4, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities of such series when such payments are due; , (ii) the IssuerCompany’s obligations with respect to such Notes Securities under Article Two and Section 4.02 hereof; 4.2, (iii) the rights, powers, truststrust, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be released from their respective obligations with respect to such series of Securities, if any, under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.3 and 4.10 4.4 and clause (3) of Section 5.01(a) Sections 4.12 through 4.19 and Article Five with respect to the outstanding Notes Securities and the corresponding Guarantees on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of such series of Securities (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities of such series, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(iii) with respect to such series of Securities, but, except as specified above, the remainder of this Indenture with respect to such series of Securities and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, clauses (3Sections 6.1(iii), (46.1(iv), 6.1(v) and (56.1(viii) of Section 6.01 shall not constitute Events of DefaultDefault with respect to such series of Securities.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their joint option and at any time, elect to have either paragraph PARAGRAPH (b) or PARAGRAPH (c) below be applied to all the outstanding Notes Units upon compliance with the applicable conditions set forth in Section 8.03PARAGRAPH (d). (b) Upon the Issuer’s Issuers' exercise under Section 8.02(aPARAGRAPH (a) hereof of the option applicable to this Section 8.02(bPARAGRAPH (b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, shall be deemed to have been released and discharged from their obligations with respect to all the outstanding Notes Units on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Issuer and the Subsidiary Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof the Sections and the other Sections of matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its their other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)insofar as such Notes are concerned, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.04, PARAGRAPH (d) below and as more fully set forth in such Section 8.04, paragraph payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due; due and (ii) the Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rightslisted in SECTION 8.03, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject subject to compliance with this Article Eight, the Issuer SECTION 8.01. The Issuers may jointly exercise its their option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its their option under Section 8.02(c)PARAGRAPH (c) below with respect to the Notes. (c) Upon the Issuer’s Issuers' exercise under paragraph PARAGRAPH (a) hereof of the option applicable to this paragraph PARAGRAPH (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Issuers shall be released and discharged from their respective obligations under the covenants any covenant contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)ARTICLE FIVE, 4.04, 4.07, SECTIONS 4.05 and 4.08, 4.09 and SECTIONS 4.10 and clause (3) of Section 5.01(a) through 4.20 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"COVENANT DEFEASANCE"), and the Notes shall thereafter be deemed to be not “"outstanding” " for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in -58- any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01SECTION 6.01(3) or 6.01(4), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under paragraph PARAGRAPH (a) hereof of the option applicable to this paragraph PARAGRAPH (cC), subject to the satisfaction of the conditions set forth in Section SECTION 8.03, clauses SECTIONS 6.01(3), 6.01(4), 6.01(5) and 6.01(6) shall not constitute EVENTS OF DEFAULT. (d) The following shall be the conditions to application of either PARAGRAPH (b) or PARAGRAPH (c) above to the outstanding Notes: (1) The Issuers shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, U.S. Legal Tender or U.S. Government Obligations or a combination thereof in such amounts and at such times as are sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the outstanding Notes to maturity or redemption, in each case not later than one day before the due date of any payment; PROVIDED, HOWEVER, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Issuers instructing the Trustee (or other qualifying trustee) to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to said payments with respect to the Notes to maturity or redemption; (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned at any time in the period ending on the 91st day after the date of deposit (other than a Default or Event of Default resulting from the Incurrence of Indebtedness, all or a portion of which will be used to defease the Notes concurrently with such Incurrence); (3)) Such Legal Defeasance or Covenant Defeasance shall not result in a Default under this Indenture or a breach or violation of, or constitute a default under, this Indenture or any other material instrument or agreement to which the Issuers or any of their Subsidiaries is a party or by which the Issuers or their property is bound; (4)i) In the event the Issuers elect PARAGRAPH (b) hereof, the Issuers shall have jointly delivered to the Trustee an Opinion of Counsel in the United States, reasonably satisfactory to the Trustee, confirming that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred or (ii) in the event the Issuers elect PARAGRAPH (c) hereof, the Issuers shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (5) The Issuers shall have jointly delivered to the Trustee an Officers' Certificate stating that the deposit under CLAUSE (1) was not made by the Issuers with the intent of Section 6.01 preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; (6) The Issuers shall have jointly delivered to the Trustee an Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that (A) the trust funds will not constitute Events be subject to the rights of Defaultholders of Indebtedness of the Issuers other than the Notes and (B) assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder of Notes is an insider of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; and (7) The Issuers have jointly delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this SECTION 8.01 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by SECTION 8.01(d)(4)(i) above with respect to a Legal Defeasance need not be delivered if all Notes, as Units, not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. In the event all or any portion of the Notes, as Units, are to be redeemed through such irrevocable trust, the Issuers must make arrangements reasonably satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Issuers.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Company and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and the Guarantees on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal ---------------- Defeasance means that the Issuer Company and the Subsidiary Guarantors each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary the Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its their other respective obligations under such Notes and this Indenture and Notes, the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Notes and the Guarantees and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise or any holder of Guarantor Senior Debt under Article Thirteen or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes under Article Two and Section 4.02 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Company and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.10 through 4.19 and 4.10 and clause (3) of Section 5.01(a) Article Five hereof with respect to the outstanding Notes and the Guarantees on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes and the Guarantees ------------------- shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes and the Guarantees shall not be deemed outstanding for accounting purposes)) and Holders of the Notes and the Guarantees and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or otherwise or any holder of Guarantor Senior Debt under Article Thirteen or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesNotes and the Guarantees, the Issuer Company and the Subsidiary Guarantors each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of or Default under Section 6.016.01(3) hereof, but, except as specified above, the remainder of this Indenture and Indenture, such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3Sections 6.01(3), (4), 6.01(4) and (56.01(5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Casella may, at its option and by Board Resolution of the Board of Directors of Casella, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Xxxxxxx’x exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors Casella shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Notes, this Indenture and the Security Documents and to have caused the release of all Second-Priority Liens on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Casella shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and Notes, this Indenture and the Subsidiary Security Documents, and the Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and Guarantees, this Indenture and the Security Documents (and the Trustee, on demand of and at the expense of the IssuerCasella, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the Issuer’s Xxxxxxx’x obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Xxxxxxx’x obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer Casella may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s Xxxxxxx’x exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Casella and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.074.05, 4.08, 4.07 and 4.09 and 4.10 through 4.22 and clause (34) of Section 5.01(a) hereof with respect to the outstanding Notes and the Second-Priority Liens shall be released on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Casella and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply or any release of the Liens on the Collateral shall not constitute an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Xxxxxxx’x exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (i) any event described in clause (3), (4), and (5), (6), (7) or (10) of Section 6.01 shall not will no longer constitute Events an Event of DefaultDefault with respect to the Notes and (ii) any event described in clause (1), (2), (8) or (9) of Section 6.01 will continue to constitute an Event of Default with respect to the Notes.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Casella may, at its option and by Board Resolution of the Board of Directors of Casella, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Outstanding Securities of any series and this Indenture upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Xxxxxxx’x exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors Casella shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Casella shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesOutstanding Securities of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes Securities of such series and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCasella, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes Outstanding Securities of such series to receive, solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes Securities of such series when such payments are due; (ii) the Issuer’s Xxxxxxx’x obligations with respect to such Notes Securities under Article Two Sections 2.08, 2.09, 2.11 and 2.16 and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Xxxxxxx’x obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer Casella may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c)) hereof. (c) Upon the Issuer’s Xxxxxxx’x exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Casella and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerRestricted Subsidiaries only), 4.04, 4.074.05, 4.08, 4.09 and 4.10 4.07 through 4.20 and clause (34) of Section 5.01(a) hereof with respect to the outstanding Notes Outstanding Securities of a series on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities of a series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.not

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all the outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Notes and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt or Guarantor Senior Debt under Article Ten or Eleven, as the case may be, or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, and interest and Additional Interest on such Notes when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes under Article Two and Section 4.02 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article Eight, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.10 through 4.20 and 4.10 and clause (3) of Section 5.01(a) Article Five hereof with respect to the outstanding Notes and Guarantees on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"COVENANT DEFEASANCE"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)) and Holders of the Notes and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt or Guarantor Senior Debt under Article Ten or Article Eleven or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of or Default under Section 6.016.01(3) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses those events described in Section 6.01 (3except those events described in Section 6.01(1), (42), (6) and (57)) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at the option of its option and Board of Directors evidenced by a Board Resolution set forth in an Officers' Certificate of the Issuer, at any time, elect to have either paragraph (bSection 8.01(b) or (c8.01(c) below be applied to all outstanding Notes Senior Subordinated Securities upon compliance with the conditions set forth below in Section 8.03this Article VIII. (b) Upon the Issuer’s 's exercise under Section 8.02(a8.01(a) hereof of the option applicable to this Section 8.02(b8.01(b), the Issuer and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.02, be deemed to have been discharged from their obligations with respect to all outstanding Notes Senior Subordinated Securities and any Guarantor Guarantee on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes Senior Subordinated Securities and Subsidiary Guaranteesany Guarantor Guarantee, which Senior Subordinated Securities and Guarantor Guarantees shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof 8.03 and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all its their other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Senior Subordinated Securities and this Indenture (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: : (i) the rights of Holders of outstanding Notes Senior Subordinated Securities to receivereceive payments in respect of the principal of and interest on such Senior Subordinated Securities, solely from the trust fund described in Section 8.048.02, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; , (ii) the Issuer’s 's obligations with respect to such Notes the Senior Subordinated Securities under Article Two Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09, 7.07, 7.08, 8.04, 8.05, 9.01, 9.02 and 9.03 which shall survive until the Senior Subordinated Securities have been paid in full (thereafter, the Issuer's obligations in Section 4.02 hereof; 7.07 shall survive), and (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer may exercise its option under this Section 8.02(b8.01(b) notwithstanding the prior exercise of its option under Section 8.02(c8.01(c). (c) Upon the Issuer’s 's exercise under paragraph (aSection 8.01(a) hereof of the option applicable to this paragraph (cSection 8.01(c), the Issuer and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.02, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25 and 4.10 4.26 and clause (3) of Section 5.01(a) Article V with respect to the outstanding Notes Senior Subordinated Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Senior Subordinated Securities shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or of act of Holders (and the consequences of any thereof) in connection with such covenantsSections, but shall continue to be deemed “"outstanding” " for all the other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantSection, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant Section or by reason of any reference in any such covenant Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes Senior Subordinated Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.0313.2. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a13.1(a) hereof of the option applicable to this Section 8.02(b13.1(b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.0313.2, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesGuaranties, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 13.3 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Guaranties and this Indenture (and the Trustee, on demand of and 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: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.0413.3, and as more fully set forth in such Section 8.0413.3, payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due; (ii) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 10.2 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s Issuers’ obligations in connection therewith; and (iv) the provisions of this Article Eight 13 applicable to Legal Defeasance. Subject to compliance with this Article Eight13, the Issuer Issuers may exercise its their option under this Section 8.02(b13.1(b) notwithstanding the prior exercise of its option under Section 8.02(c13.1(c). (c) Upon the Issuer’s Issuers’ exercise under paragraph (aSection 13.1(a) hereof of the option applicable to this paragraph (cSection 13.1(c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.0313.2, be released from their respective obligations under the covenants contained in Sections 4.03 10.3 (other than with respect to the legal existence of the IssuerIssuers), 4.04, 4.07, 4.08, 4.09 and 4.10 10.6 through 10.9 and clause (3) of Section 5.01(a14.1(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 13.2 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.015.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.0313.2, clauses (3), (4), and (5) and (6) of Section 6.01 5.1 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(a8.2(a) hereof of the option applicable to this Section 8.02(b8.2(b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Note Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 8.4 hereof and the other Sections of this Indenture referred to in (i1) and (ii2) below, and to have satisfied all its their other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Note Guarantees and this Indenture (and the Trustee, on demand of and 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: (i1) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.048.4, and as more fully set forth in such Section 8.048.4, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii2) the Issuer’s Issuers’ obligations with respect to such Notes under Article Two concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes set forth in Sections 2.5, 2.7, 2.8, 2.10, 2.15 and Section 4.02 4.2 hereof; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s Issuers’ obligations in connection therewith; and (iv4) the provisions of this Article Eight VIII applicable to Legal Defeasance. Subject to compliance with this Article EightVIII, the Issuer Issuers may exercise its their option under this Section 8.02(b8.2(b) notwithstanding the prior exercise of its option under Section 8.02(c8.2(c). (c) Upon the Issuer’s Issuers’ exercise under paragraph (aSection 8.2(a) hereof of the option applicable to this paragraph (cSection 8.2(c), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be released from their respective obligations under the covenants contained in Sections 4.03 4.3, 4.7 through 4.13, 4.14 (other than with respect to the legal existence of the IssuerIssuers), 4.04, 4.07, 4.08, 4.09 and 4.10 4.15 through 4.17 and clause (3) of Section 5.01(a5.1(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 8.3 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Issuers and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.016.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.3, clauses (3), (4), and (5) and (6) of Section 6.01 6.1(a) shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Company and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article Two Sections 2.05, 2.06, 2.07, 2.08 and Section 4.02 hereof; 4.02, (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder under this Indenture and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance with this Article EightSection 8.02, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations its Obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.03, 4.04, 4.07, 4.08, 4.09 4.04 and 4.10 4.12 through 4.19 and clause (3) of Section 5.01(a) Article Five with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Securities shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3Sections 6.01(c), (46.01(d), 6.01(e) and (56.01(h) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to all the outstanding Notes upon compliance with the applicable conditions set forth in Section 8.03paragraph (d). (b) Upon the Issuer’s Issuers’ exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, shall be deemed to have been released and discharged from their obligations with respect to all the outstanding Notes Notes, the Guarantees and the Collateral Agreements on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer and the Subsidiary Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof the Sections and the other Sections of matters under this Indenture referred to in clause (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture the Issuers and the Subsidiary Guarantors shall be deemed to have satisfied all of their other obligations under such Notes and this Indenture, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)Collateral Agreements, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.04, paragraph (d) below and as more fully set forth in such Section 8.04, paragraph payments in respect of the principal of, and premium, if any, and interest on such Notes when such payments are due; , (ii) the Issuer’s obligations listed in Section 8.03, subject to compliance with respect to such Notes under Article Two this Section 8.01 and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer The Issuers may exercise its their option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its their option under Section 8.02(c)paragraph (c) below with respect to the Notes. (c) Upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Parent, the Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth their respective Restricted Subsidiaries shall be released and discharged from their obligations under any covenant contained in Section 8.034.05, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer4.08 through 4.11, Sections 4.13 through 4.24, and Section 5.01(2), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed to be not “outstanding” for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Parent and the Subsidiary Guarantors Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03paragraph (d) below, clauses Sections 6.01(3) through 6.01(10) (3)except, (4), and (5) in the case of Section 6.01 6.01(6) and 6.01(7) , with respect only to Significant Subsidiaries) shall not constitute Events of Default. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Notes: (1) The Issuers shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, U.S. Legal Tender or non-callable U.S. Government Obligations or a combination thereof, in such amounts and at such times as are sufficient, in the opinion of a nationally-recognized firm of independent public accountants, to pay the principal of, and premium, if any, and interest on the outstanding Notes on the stated dates for payment or redemption, as the case may be; provided, however, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Issuers instructing the Trustee (or other qualifying trustee) to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to said payments with respect to the Notes to maturity or redemption; (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default arising in connection with the substantially contemporaneous borrowing of funds to fund the deposit referenced in clause (1) above and the granting of any Lien securing such borrowing); (3) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default hereunder (other than a Default or Event of Default arising in connection with the substantially contemporaneous borrowing of funds to fund the deposit referenced in clause (1) above and the granting of any Lien securing such borrowing) or any other material agreement or instrument to which the Issuers or any of their Subsidiaries is a party or by which the Issuers or any of their Subsidiaries is bound; (i) In the event the Issuers elect paragraph (b) above, the Issuers shall deliver to the Trustee an Opinion of Counsel in the United States of America, in form and substance reasonably satisfactory to the Trustee, to the effect that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance contemplated hereby and shall be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred or (ii) in the event the Issuers elects paragraph (c) above, the Issuers shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance contemplated hereby and shall be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (5) The Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause (1) was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; (6) The Issuers shall have delivered to the Trustee an Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder of Notes is an insider of the Issuers, after the 91st day following the date of deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (7) The Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 8.01 have been complied with. Notwithstanding the foregoing, the Opinions of Counsel required by Section 8.01(d)(4)(i) and Section 8.01(d)(6) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) shall become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers. In the event all or any portion of the Notes are to be redeemed through such irrevocable trust, the Issuers must make arrangements reasonably satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Issuers.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option and by Board Resolution of the Board of Directors of the Issuer, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and Securities, this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture Security Documents (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s obligations with respect to such Notes Securities under Article Two Sections 2.05, 2.06, 2.07, 2.08, 4.02, 4.19 and Section 4.02 hereof; 4.20, (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder under this Indenture and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance8. Subject to compliance with this Article EightSection 8.02, the Issuer may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations Obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.03, 4.04, 4.074.12 through 4.18, 4.08, 4.09 4.22 and 4.10 and clause (3) of Section 5.01(a) Article 5 with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c), but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3Sections 6.01(c), (46.01(d), 6.01(e) and (56.01(h) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes Securities upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from its obligations and the Guarantors shall be deemed to have been discharged from their obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance ---------------- means that the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness Indebted ness represented by the outstanding Notes and Subsidiary GuaranteesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or Guarantor Senior Debt under Article Twelve or other wise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, receive solely from the trust fund described in Section 8.048.04 hereof, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes Securi ties under Article Two and Section 4.02 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations Company's obliga tions in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceEight. Subject to compliance compli ance with this Article Eight, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, be released from their respective its obligations under the covenants contained in Sections 4.03 (other than 4.03, 4.04 and Sections 4.12 through 4.21 and Article Five hereof with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes out standing Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Securities shall ------------------- thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.03 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Debt under Article Ten or Guarantor Senior Debt, if any, under Article Twelve or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding NotesSecurities, the Issuer and the Subsidiary Guarantors Com pany may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant cove nant or by reason of any reference in any such covenant to any other provision provi sion herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(c) hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.03 hereof, clauses (3Sections 6.01(c), (4), 6.01(d) and (56.01(e) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Alderwoods may, at its option and by Board Resolution, at any time, with respect to the Subordinated Notes, elect to have either paragraph (b) or paragraph (c) below be applied to all the outstanding Subordinated Notes upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the Issuer’s Alderwoods' exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Alderwoods shall be deemed to have been released and discharged from their its obligations with respect to all the outstanding Subordinated Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance such legal defeasance means that the Issuer and the Subsidiary Guarantors Alderwoods shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Subsidiary GuaranteesSubordinated Notes, which shall thereafter be deemed to be “outstanding” "OUTSTANDING" only for the purposes of Section 8.04 hereof paragraph (e) below and the other Sections of and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Subordinated Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture insofar as such Subordinated Notes are concerned (and the Trustee, on demand of and at the expense of the IssuerAlderwoods, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Subordinated Notes to receive, receive solely from the trust fund described in Section 8.04, paragraph (d) below and as more fully set forth in such Section 8.04paragraph, payments in respect of the principal of, premium, if any, and interest on such Subordinated Notes when such payments are due; , (ii) the Issuer’s Alderwoods' obligations with respect to such Subordinated Notes under Article Two Sections 2.06, 2.07 and 4.02, and, with respect to the Trustee, under Section 4.02 hereof; 7.08, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance8. Subject to compliance with this Article EightSection 8.02, the Issuer Alderwoods may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) below with respect to the Subordinated Notes. (c) Upon the Issuer’s exercise by Alderwoods under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, Alderwoods shall be released and discharged from their respective its obligations under the covenants any covenant contained in Article 5 and in Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) 4.05 through 4.17 with respect to the outstanding Subordinated Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “Covenant Defeasance”"COVENANT DEFEASANCE"), and the Subordinated Notes shall thereafter be deemed to be not “outstanding” "OUTSTANDING" for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” "OUTSTANDING" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Subordinated Notes, the Issuer and the Subsidiary Guarantors Alderwoods may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Subordinated Notes shall be unaffected thereby. In addition. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Subordinated Notes: (i) Alderwoods shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.11 who shall agree to comply with the provisions of this Section 8.02 applicable to it) as trust funds in trust for the purpose of making the following payments, upon specifically pledged as security for, and dedicated solely to, the Issuer’s exercise benefit of the Holders of such Subordinated Notes, (A) cash, in United States dollars, in an amount sufficient to pay principal of, premium, if any, and interest on the outstanding Subordinated Notes on the Maturity Date, (B) direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. GOVERNMENT OBLIGATIONS") maturing as to principal, premium, if any, and interest in such amounts of cash, in United States dollars, and at such times as are sufficient without consideration of any reinvestment of interest, to pay principal of, premium, if any, and interest on the outstanding Subordinated Notes not later than one day before the due date of any payment, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge principal of, premium, if any, and interest on the outstanding Subordinated Notes (except lost, stolen or destroyed Subordinated Notes which have been replaced or repaid) on the Maturity Date thereof or otherwise in accordance with the terms of this Indenture and of such Subordinated Notes; PROVIDED, HOWEVER, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from Alderwoods instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Subordinated Notes, and to secure the payment obligations of Alderwoods under this Section 8.02(d), the Trustee shall have a perfected Lien prior to all other creditors on all such money and proceeds; (ii) no Default or Event of Default with respect to the Subordinated Notes shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(a) is concerned, at any time during the period commencing on the date of such deposit and ending on the 91st day thereafter (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iii) such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of Alderwoods; (iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which Alderwoods is a party or by which it is bound; (v) in the case of an election under paragraph (ab) hereof above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel stating that (A) Alderwoods has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the option applicable outstanding Subordinated Notes will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to this federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (vi) in the case of an election under paragraph (c)) above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Subordinated Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (vii) in the case of an election under either paragraph (b) or (c) above, Alderwoods shall have delivered to the Trustee an Opinion of Counsel to the effect that, (A) the trust funds will not be subject to any rights of any other holders of Indebtedness of Alderwoods, and (B) after the 91st day following the deposit, the trust funds will not be subject to the satisfaction effect of any applicable Bankruptcy Law; PROVIDED, HOWEVER, that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of Alderwoods, no opinion needs to be given as to the effect of such laws on the trust funds except the following: (x) assuming such trust funds remained in the Trustee's possession prior to such court ruling to the extent not paid to Holders of Subordinated Notes, the Trustee will hold, for the benefit of the conditions set forth Holders of Subordinated Notes, a valid and enforceable security interest in Section 8.03such trust funds that is not avoidable in bankruptcy or otherwise, clauses (3)subject only to principles of equitable subordination, (4)y) the Holders of Subordinated Notes will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used, and (5z) no property, rights in property or other interests granted to the Trustee or the Holders of Subordinated Notes in exchange for or with respect to any of such funds will be subject to any prior rights of any other Person, subject only to prior Liens granted under Section 6.01 364 of Title 11 of the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law having the same effect), but still subject to the foregoing clause (y); and (viii) Alderwoods shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (A) all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with and (B) if any other Indebtedness of Alderwoods shall then be outstanding or committed, such legal defeasance or covenant defeasance will not constitute Events violate the provisions of Defaultthe agreements or instruments evidencing such Indebtedness. (e) All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee) pursuant to paragraph (d) above in respect of the outstanding Subordinated Notes shall be held in trust and applied by the Trustee (or other qualifying trustee), in accordance with the provisions of such Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than Alderwoods or any Affiliate of Alderwoods) as the Trustee (or other qualifying trustee) may determine, to the Holders of such Subordinated Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law. Alderwoods shall pay and indemnify the Trustee (or other qualifying trustee) against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to paragraph (d) above or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Subordinated Notes. Anything in this Section 8.02 to the contrary notwithstanding, the Trustee (or other qualifying trustee) shall deliver or pay to Alderwoods from time to time upon the request, in writing, by Alderwoods any money or U.S. Government Obligations held by it as provided in paragraph (d) above that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (or other qualifying trustee), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at the option of its option and ---------------------------------------- Board of Directors evidenced by a Board Resolution, at any time, elect to have either paragraph (bSection 8.01(b) or (c8.01(c) below hereof be applied to all outstanding Notes Securities upon compliance with the conditions set forth below in Section 8.03this Article VIII. (b) Upon the Issuer’s Company's exercise under Section 8.02(a8.01(a) hereof of the option applicable to this Section 8.02(b8.01(b), the Issuer Company and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.02 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Securities and any Security Guarantee on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company and the Subsidiary Guarantors each Guarantor shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes Securities and Subsidiary Guaranteesany Security Guarantee, which Securities and Security Guarantees shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 8.03 hereof and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all its their other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees Securities and this Indenture (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 provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes Securities to receive, solely from the trust fund described in Section 8.04Article VIII hereof, and as more fully set forth in such Section 8.04Article, payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such Notes Securities when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes the Securities under Article Two Sections 2.04, 2.06 and Section 4.02 hereof; (iii) 2.09 and the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and (iii) the Issuer’s Company's obligations in connection therewith; and (iv) the provisions of therewith and this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer Company may exercise its option under this Section 8.02(b8.01(b) notwithstanding the prior exercise of its option under Section 8.02(c)8.01(c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (aSection 8.01(a) hereof of the option applicable to this paragraph (cSection 8.01(c), the Issuer Company and the Subsidiary Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.038.02 hereof, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the Issuer)4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 4.09, 4.10, 4.11, 4.12 and 4.10 and clause (35.01(iv) of Section 5.01(a) hereof with respect to the outstanding Notes Securities on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Securities shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or of act of Holders (and the consequences of any thereof) in connection with such covenantsSections, but shall continue to be deemed “"outstanding” " for all the other purposes hereunder (it being understood that such Notes Securities and the related Security Guarantees shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantSection, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant Section or by reason of any reference in any such covenant Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (aSection 8.01(a) hereof of the option applicable to this paragraph (c)Section 8.01(c) hereof, subject to the satisfaction of the conditions set forth in Section 8.038.02, clauses (3Sections 6.01(4), 6.01(5) (4with respect to compliance with Section 4.09 only), 6.01(6), 6.01(7) (with respect to Subsidiaries of the Company only), 6.01(8) (with respect to Subsidiaries of the Company only), 6.01(9) and (56.01(10) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer Company and the Subsidiary Guarantors Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and Notes, this Indenture and the Subsidiary Security Documents and the Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (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 survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due; (ii) the IssuerCompany’s obligations with respect to such Notes under Article Two and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and (iv) the provisions of this Article Eight applicable to Legal Defeasance. Subject to compliance with this Article Eight, the Issuer Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c). (c) Upon the IssuerCompany’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of the IssuerCompany), 4.04, 4.07, 4.08, 4.09 and 4.10 4.07 through 4.16 and clause (32) of Section 5.01(a) Article Eleven, Article Twelve and the Security Documents with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), ) and (5) of Section 6.01 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Notes upon compliance with the conditions set forth in Section 8.038.3. (b) Upon the Issuer’s Company's exercise under Section 8.02(aparagraph (a) hereof of the option applicable to this Section 8.02(bparagraph (b), the Issuer Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.038.3, be deemed to have been discharged from their its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal ---------------- Defeasance means that -80- the Issuer and the Subsidiary Guarantors Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Subsidiary GuaranteesNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.04 8.4 hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), and Holders of the Notes and any amounts deposited under Section 8.3 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness or Guarantor Senior Indebtedness under Article X or XII, as the case may be, or otherwise, except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in Section 8.048.4 hereof, and as more fully set forth in such Section 8.04Section, payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due; , (ii) the Issuer’s Company's obligations with respect to such Notes under Article Two II and Section 4.02 4.2 hereof; , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (iv) the provisions of this Article Eight applicable to Legal DefeasanceVIII. Subject to compliance with this Article EightVIII, the Issuer Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.02(c)paragraph (c) hereof. (c) Upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and the Subsidiary Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, be released from their respective its obligations under the covenants contained in Section 4.5, Sections 4.03 (other than with respect to the legal existence of the Issuer), 4.04, 4.07, 4.08, 4.09 4.10 through 4.23 and 4.10 and clause (3) of Section 5.01(a) Article V hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.03 below are satisfied (hereinafter, “"Covenant -------- Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " ---------- for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)) and Holders of the Notes and any amounts deposited under Section 8.3 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness or Guarantor Senior Indebtedness under Article X or Article XII or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of or Default under Section 6.016.1(3) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.038.3 hereof, clauses those events described in Section 6.1 (3except those events described in Section 6.1(1), (42), and (56)) of Section 6.01 shall not constitute Events of Default.