Common use of Legal Defeasance and Covenant Defeasance Clause in Contracts

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02(b) or (c8.02(c) be applied to the Notes all outstanding Securities of any Series upon compliance with the conditions set forth below in Section 8.03this Article Eight. (b) Upon the CompanyIssuer’s exercise under Section 8.02(a) of the option under applicable to this Section 8.02(b), the Company Issuer and the Guarantorseach guarantor, if any, shall be discharged from all of their obligations under such Securities will, subject to the Notes, satisfaction of the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 8.03, be deemed to have been satisfieddischarged from its or their obligations with respect to all outstanding Securities of such Series (including the related guarantees, and if any) on or after that the date any omission to comply with any such obligations shall no longer constitute a Default or Event of Defaultthe conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company shall Issuer and such guarantors, if any, will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes Securities of such Series (including the related guarantees, if any), which shall will thereafter be deemed to be outstanding “outstanding” only for the purposes of Section 8.04 and the provisions other Sections of this Indenture referred to in clauses (1) through and (42) below), the Guarantorsand to have satisfied all its or their other obligations under such Securities, such guarantees, if any, shall be released from all of their obligations under and this Indenture (and their Guarantees the Trustee for such Securities, on demand of and at the expense of the NotesIssuer, and shall execute proper instruments acknowledging the Company shall be released from all of its other obligations under this Indenture and the Notessame), except that for the following provisions of this Indenture which shall survivesurvive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Securities of such Series to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.038.04, and as more fully set forth in Section 8.04, payments in respect of the principal ofof or interest on, and premium, if any, and interest on the Notes such Securities when such payments are due; (2) the CompanyIssuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes such Securities under Article Two and the maintenance of an office or agency for payments on the NotesSection 4.02 hereof; (3) the rights, powers, trusttrusts, duties and immunities of the Trustee for such Securities hereunder and the CompanyIssuer’s and the guarantors’, if any, obligations in connection therewith; and (4) the provisions of this Section 8.02, Article Eight applicable to Legal Defeasance (including Sections 8.04, 8.05, 8.05 and 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate). Subject to compliance with this Article 8Eight, the Company Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c)8.02(c) hereof. (c) Upon the CompanyIssuer’s exercise under Section 8.02(a) hereof of the option under applicable to this Section 8.02(c), the Company Issuer and each of the Guarantorsguarantors, if any, shall be released and discharged from all will, subject to the satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been hereof, be released from each of their or its obligations under the covenants specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.02(v), with respect to the outstanding Securities of the applicable Series on and after the date the conditions set forth in Section 8.03 hereof are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements such Securities shall no longer apply, and the Notes shall thereafter be deemed not to be outstanding “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of such Securities (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding “outstanding” for all other purposes hereunderhereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, and Covenant Defeasance means that, with respect to the Company and outstanding Securities of such Series, the Guarantors, if any, Issuer may omit to comply with and shall have no obligation or liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event under Section 6.01, but, except as specified above, the remainder of Default this Indenture and such Securities will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.02(a) of the option applicable to this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control OfferSection 8.02(c), clause (3) (solely insofar as it relates subject to the covenants and agreements as to which Covenant Defeasance has occurred)satisfaction of the conditions set forth in Section 8.03, clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer shall not constitute Events an Event of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedDefault. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either Section 8.02(bthe Legal Defeasance option or the Covenant Defeasance option in paragraph (b) or (c) below be applied to the all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(aSubject to Sections 8.02(c) of the option under this Section 8.02(b)and 8.03, the Company and the Guarantors, if any, shall be discharged from Subsidiary Guarantors at any time may terminate (i) all of their obligations under the Notes, the Guarantees, if any, Notes and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied), and on or after that date giving effect to such Legal Defeasance, any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes Default or (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1ii) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees Section 4.03 (other than with respect to the existence of the NotesCompany), Section 4.04 and the Company shall be released from all of its other obligations under this Indenture Sections 4.09 through 4.19 and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (13) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder5.01, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such any omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) and (9), the limitations contained in clause (3) of the first paragraph of Section 5.01, the failure of the Company to purchase Notes pursuant to Sections 4.09 or 4.15 and the events specified in such Sections and clauses shall no longer constitute an Event of Default, but except as specified above in this clause (ii), the remainder of this Indenture and the Notes shall be unaffected thereby (clause (ii) being referred to as “Covenant Defeasance”). The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default and the Note Guarantees and all obligations of the Subsidiary Guarantors under this Indenture shall terminate. If the Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) or because of failure to comply with clause (3) of the first paragraph of Section 5.01 or because of any covenant failure to purchase Notes pursuant to Sections 4.09 or agreement set forth in 4.15 and no failure by the Company or any such Section, clause or other provision Subsidiary to comply with any of the foregoing Sections shall not constitute a Default or Event of Default under this Indenture. On Upon satisfaction of the conditions set forth herein and after upon request of the date Company, the Trustee shall acknowledge in writing the discharge of those obligations that Covenant Defeasance occurs, the Company terminates. (xc) Notwithstanding the Events provisions of Default described in clauses (1Sections 8.01(a) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offerb), clause (3) (solely insofar as it relates the provisions of Sections 2.02 through 2.11, 4.01 through 4.04, 4.06, 4.08, 6.07, 7.07 and 7.08 and in this Article Eight shall survive until the Notes have been surrendered to the covenants Trustee for cancellation and agreements as are no longer outstanding pursuant to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first last paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged2. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company Issuers may, at its their option and at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s Issuers’ exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company Issuers and the Guarantors, if any, Guarantors shall be discharged from all of their obligations under the Notes, the Guarantees, if any, Guarantees and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, Guarantors shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company Issuers shall be released from all of its their other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s Issuers’ obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, Guarantees of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company Issuers may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s Issuers’ exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company Issuers and the Guarantors, if any, Guarantors shall be released and discharged from all of their covenants and agreements under Sections Section 4.06 through 4.10, inclusive, and clauses clause (2) and (4) of Section 5.01(a) (other than with respect to the Parent Guarantor) and clause (2) of the first paragraph Section 5.01(b) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company Issuers and the Guarantors, if any, Guarantors may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5), clause (6) (except with respect to Companythe Parent Guarantor or any Issuer) and clause (67) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, Guarantors of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied its obligations and the corresponding obligations of the Subsidiary Guarantors discharged with respect to the Outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default). Such Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Outstanding Notes, and the Company shall be released from satisfied all of its other obligations under this Indenture and with respect to the Notes, except that the following provisions of this Indenture shall survivefor: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notespayments; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the Legal Defeasance provisions of this Supplemental Indenture. In addition, the Company may, at its option and at any time, elect to terminate its obligations under Section 8.024.03, Sections 8.044.06 through 4.14 and Article 5 (other than the first paragraph of Section 5.01, 8.05except to the extent described below) and the operation of Section 6.01(2)(b), 8.06, 8.07 Sections 6.01(3) through (6) and 11.08 and, if Section 6.01(8) and the outstanding limitations described in clause (2) of the first paragraph of Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes have been or are to be called for redemption, Article 3(“Covenant Defeasance”). On and after In the date event of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, with respect thereto. In the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that event Covenant Defeasance occurs, (x) the Events of Default events described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer3), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause ), (6) of the first paragraph and (8) of Section 6.01 will no longer constitute Events an Event of Default or otherwise apply and (y) with respect to the Guarantors, if any, of Notes. If the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Company exercises either its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor will be released and the release, termination and/or discharge relieved of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicableany obligations under its Subsidiary Guarantee.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, with respect to the Notes, elect to have either Section 8.02(b8.01(b) or (cSection 8.01(c) be applied to the outstanding Notes upon compliance with the conditions set forth in Section 8.038.01(d). (b) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(b8.01(b), the Company Issuer and the Guarantors, if any, Guarantors shall be deemed to have been released and discharged from all of their obligations under with respect to the Notesoutstanding Notes on the date the conditions set forth below are satisfied (hereinafter, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date ). For this purpose, such Legal Defeasance means that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding “outstanding” only for the purposes of the provisions of Sections and matters under this Indenture referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its other obligations under such Notes and this Indenture and the Notesinsofar as such Notes are concerned, except that for the following provisions of this Indenture following, which shall survive: survive until otherwise terminated or discharged hereunder: (1i) the rights of the Holders of outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the such Notes when such payments are due; ; (2ii) the CompanyIssuer’s obligations with respect to register the Notes concerning issuing temporary transfer or exchange of any Notes, registration of Notes, replace mutilated, destroyed, lost or stolen Notes and the maintenance of maintain an office or agency for payments on in respect of the Notes; ; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee and the Company’s and the Issuer’s obligations in connection therewith; and and (4iv) the Legal Defeasance provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3Indenture. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the The Company may exercise its option under this Section 8.02(b8.01(b) notwithstanding the prior exercise of its option under Section 8.01(c)) with respect to the Notes. (c) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(c8.01(c), the Company and the Guarantors, if any, Restricted Subsidiaries shall be released and discharged from all of their covenants obligations under any covenant contained in Article V and agreements under in Sections 4.06 4.03 through 4.10, inclusive, 4.18 with respect to the outstanding Notes on and clauses (2) and (4) of Section 5.01(a) on after the date that the applicable conditions set forth in Section 8.03 shall have been below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be outstanding not “outstanding” for purposes the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding “outstanding” for all other purposes hereunder. For this purpose, and such Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors, if any, its Restricted Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occursSection 6.01(a)(3), nor shall any event referred to in Section 6.01(a)(4) or (x7) the Events thereafter constitute a Default or an Event of Default described in clauses (1) and (2) (solely insofar thereunder but, except as such clauses relate to any failure to pay amounts due in connection with a Change specified above, the remainder of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will Notes shall be automatically released, terminated and dischargedunaffected thereby. (d) Subject The following shall be the conditions to compliance application of either Section 8.01(b) or Section 8.01(c) to the outstanding Notes: (1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders 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 Notes on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Notes; (2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) 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 8.02(b6.01(a)(5) or (c6) 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) 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 Section 8.01(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 U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and Legal Defeasance 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 Legal Defeasance had not occurred, or (ii) in the event the Company elects Section 8.01(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, upon request shall execute proper instruments acknowledging confirming that, Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance or deposit and Covenant Defeasance and will be subject to U.S. federal income tax on the releasesame amounts and in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; (6) The Company shall have delivered to the Trustee an Officer’s Certificate, termination and/or discharge in form and substance reasonably satisfactory to the Trustee, stating that the deposit under clause (1) was not made by the Issuer, the Company, a Subsidiary Guarantor or any Subsidiary of the instrumentsCompany with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, agreements hindering, delaying or defrauding any other creditors of the Issuer, the Company, a Subsidiary Guarantor, or any Subsidiary of the Company or others; (7) The Company shall have delivered to the Trustee an Opinion of Counsel, in form and other provisions referred substance reasonably satisfactory to in the Trustee, to the effect that, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (8) The Company shall have delivered to the Trustee an Officer’s 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 Issuer under the Notes or this Indenture prior to 90 days following any such deposit; and (9) The Company shall have paid all amounts owing to the Trustee pursuant to Section 8.02(b7.07. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.01(d)(5) need not be delivered if all Notes 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 Notes within one year, or (c)iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, as applicableand at the expense, of the Issuer. In the event all or any portion of the Notes are to be redeemed through such irrevocable trust, the Issuer 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 Issuer.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, Guarantees of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.104.13, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either Section 8.02(bthe Legal Defeasance option or the Covenant Defeasance option in paragraph (b) or (c) below be applied to the all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(aSubject to Sections 8.02(c) of the option under this Section 8.02(b)and 8.03, the Company and the Guarantors, if any, shall be discharged from Subsidiary Guarantors at any time may terminate (i) all of their obligations under the Notes, the Guarantees, if any, Notes and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied), and on or after that date giving effect to such Legal Defeasance, any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes Default or (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1ii) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture Sections 4.09 through 4.19 and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (13) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder5.01, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision covenants shall not no longer constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occursSections 6.01 (6), (x7) the Events of Default described in clauses (1with respect only to Significant Subsidiaries), (8) and (9) and (2) (solely insofar as such clauses relate to any failure to pay amounts due the limitations contained in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will 5.01 and the events specified in such Sections shall no longer constitute Events an Event of Default or otherwise apply (clause (ii) being referred to as “Covenant Defeasance”), but except as specified above, the remainder of this Indenture and (y) the Guarantors, if any, of the Notes shall be automatically released from all unaffected thereby. The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of their obligations under their Guarantees its Covenant Defeasance option. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default and this Indenture the Note Guarantees in effect at such time shall terminate. If the Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) or because of failure to comply with clause (3) of the first paragraph of Section 5.01. Upon satisfaction of the conditions set forth herein and such Guarantees will be automatically releasedupon request of the Company, terminated and dischargedthe Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (dc) Subject to compliance with Section 8.02(bNotwithstanding the provisions of Sections 8.01(a) or and (cb), the TrusteeCompany’s obligations under Sections 2.02 through 2.11, upon request 4.01 through 4.04, 4.06, 4.08, 6.07, 7.07 and 7.08 and in this Article Eight shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance survive until the Notes have been paid in full. After the Notes have been paid in full, the Company’s obligations under Sections 7.07, 8.04 and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable8.05 shall survive.

Legal Defeasance and Covenant Defeasance. (a) The Company may terminate its obligations in respect of the Notes by delivering all outstanding Notes to the Trustee for cancellation and paying all sums payable by it on account of principal of and interest on all Notes or otherwise. In addition to the foregoing, the Company may, at its option and option, at any time, time elect to have either Section 8.02(bparagraph (b) or (c) below be applied to the Notes upon all outstanding Notes, subject in either case to compliance with the conditions set forth in Section 8.039.03. (b) Upon the Company’s 's exercise under Section 8.02(aparagraph (a) hereof of the option under applicable to this Section 8.02(bparagraph (b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied9.03, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which and shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released discharged from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and with respect to the Notes, except that the following provisions of this Indenture shall survive: for (1i) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; , (2ii) the Company’s 's obligations with respect to the Notes concerning issuing temporary Notesunder Sections 2.03 through 2.07, registration of Notesinclusive, mutilated4.02 and 4.16, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3iii) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateCompany's obligations in connection therewith and (iv) Article Nine of this Indenture (hereinafter, "Legal Defeasance"). Subject to compliance with this Article 8Nine, the Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.01(c)paragraph (c) hereof. (c) Upon the Company’s 's exercise under Section 8.02(aparagraph (a) hereof of the option under applicable to this Section 8.02(cparagraph (c), the Company and shall, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied 9.03, be released from its obligations under the covenants contained in Sections 4.03 through 4.15, inclusive, and Article Five with respect to the outstanding Notes (“hereinafter, "Covenant Defeasance”), ") and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of thereafter any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant such obligations shall not constitute a Default or agreement an Event of Default with respect to the Notes. In addition, upon the 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 9.03, any failure or omission to comply with such Section, clause or other provision obligations shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedNotes. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and option, at any time, elect to have either Section 8.02(bparagraph (b) or (c) of this Section 8.1 be applied to its obligations with respect to all outstanding Notes and all obligations of the Notes Subsidiary Guarantors under the Note Guarantees upon compliance with the conditions set forth in Section 8.038.2. (b) Upon the Company’s exercise under paragraph (a) of this Section 8.02(a) 8.1 of the option under applicable to this Section 8.02(bparagraph (b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied8.2, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and Note Guarantees after the deposit specified in Section 8.2(a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of Section 8.3 and the provisions other Sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this paragraph (b), the Guarantors, if any, shall be released from and to have satisfied all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture such Notes and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties duties, immunities and immunities indemnities of the Trustee hereunder and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith; , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.01(c)8.1. (c) Upon the Company’s exercise under paragraph (a) of this Section 8.02(a) 8.1 of the option under applicable to this Section 8.02(cparagraph (c), the Company may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors, if any, shall be released and discharged from all subject to the satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been 8.2, released from obligations under the covenants (including, without limitations contained in Sections 3.4, 3.5, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22 and 4.1(a)(2) with respect to the Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of or Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates respect to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5Notes or the Note Guarantees under Section 6.1(a)(3) (except in respect of a failure to perform under or comply with respect to CompanySection 4.1(c), Section 6.1(a)(4) or Section 6.1(a)(5)), but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, may at its option and at any time, elect to have either Section 8.02(b) or (c) be applied all of its obligations discharged with respect to the outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of any series and all obligations of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be Guarantors discharged from all with respect to their Note Guarantees of their obligations under the Notes, the Guarantees, if any, and this Indenture such series (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survivefor: (1i) the rights of Holders of Outstanding Notes of such series to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and or interest including Additional Interest, if any, or premium, if any, and interest on the on, such Notes when such payments are duedue from the trust referred to in Section 11.2(c); (2ii) the Company’s obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments on the Notesheld in trust; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c)11.2. (cb) Upon The Company may, at its option and at any time, elect to have the Company’s exercise under Section 8.02(a) Obligations of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be Guarantors released with respect to Sections 3.3 and discharged from all 7.1 through 7.4 hereof with respect to Notes of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied any series (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of thereafter any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision those covenants shall not constitute a Default or Event of Default under this Indenturewith respect to the Notes of such series. On and after In the date that event Covenant Defeasance occurs, the events set forth under Section 8.1(a)(iii), (x) the Events of Default described in clauses iv), (1v), (vi), (viii) and (2ix) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change hereof shall no longer constitute an Event of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except Default with respect to Companythe Notes of such series. (c) and clause The following shall be the conditions to the application of Section 11.2(a) or (6b) to any Outstanding Notes of any series: (i) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the first paragraph Holders of Section 6.01 will no longer constitute Events such series, Cash in U.S. dollars, non-callable Government Obligations, or a combination of Default Cash in U.S. dollars and non-callable Government Obligations, in amounts as shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or otherwise apply and (y) firm of independent public accountants, to pay the Guarantorsprincipal of, or interest, premium, if any, and Additional Interest, if any, on, the Outstanding Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) 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, the Holders of the Outstanding Notes of such series shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall 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; (iii) in the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be automatically released from all of their obligations under their Guarantees of subject to federal income tax on the Notes same amounts, in the same manner and this Indenture and at the same times as would have been the case if such Guarantees will be automatically released, terminated and discharged.Covenant Defeasance had not occurred; (div) Subject no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to compliance with Section 8.02(bbe applied to such deposit and the grant of any Lien securing such borrowing); (v) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the release, termination and/or discharge Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (vi) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such series over the other creditors of the instrumentsCompany with the intent of defeating, agreements hindering, delaying or defrauding any creditors of the Company or others; and (vii) the Company must deliver to the Trustee an Officers’ Certificate and other provisions referred an Opinion of Counsel, each stating that all conditions precedent relating to in the Legal Defeasance or the Covenant Defeasance have been complied with. (d) The Collateral shall be automatically released from the Lien securing the Notes of such series upon a Legal Defeasance or Covenant Defeasance. (e) Section 8.02(b) or (c), as applicable4.2 of the Base Indenture shall not apply to the Notes.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, with respect to the Notes, elect to have either Section 8.02(b8.01(b) or (cSection 8.01(c) be applied to the outstanding Notes upon compliance with the conditions set forth in Section 8.038.01(d). (b) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(b8.01(b), the Company and the Guarantors, if any, Subsidiary Guarantors shall be deemed to have been released and discharged from all of their obligations under with respect to the Notesoutstanding Notes on the date the conditions set forth below are satisfied (hereinafter, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied). For this purpose, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding “outstanding” only for the purposes of the provisions of this Sections and matters under the Indenture referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its other obligations under this Indenture such Notes and the NotesIndenture insofar as such Notes are concerned, except that for the following provisions of this Indenture following, which shall survive: survive until otherwise terminated or discharged hereunder: (1i) the rights of the Holders of outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the such Notes when such payments are due; ; (2ii) the Company’s obligations with respect to the Notes concerning issuing issue temporary Notes, registration register the transfer or exchange of any Notes, replace mutilated, destroyed, lost or stolen Notes and the maintenance of maintain an office or agency for payments on in respect of the Notes; ; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and and (4iv) the Legal Defeasance provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3Indenture. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the The Company may exercise its option under this Section 8.02(b8.01(b) notwithstanding the prior exercise of its option under Section 8.01(c)) with respect to the Notes. (c) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(c8.01(c), the Company and the Guarantors, if any, Restricted Subsidiaries shall be released and discharged from all of their covenants obligations under any covenant contained in Article V and agreements under in Sections 4.06 4.03 through 4.10, inclusive, 4.18 with respect to the outstanding Notes on and clauses (2) and (4) of Section 5.01(a) on after the date that the applicable conditions set forth in Section 8.03 shall have been below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be outstanding not “outstanding” for purposes the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding “outstanding” for all other purposes hereunder. For this purpose, and such Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors, if any, any Restricted Subsidiary may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occursSection 6.01(a)(3), nor shall any event referred to in Section 6.01(a)(4) or (x7) the Events thereafter constitute a Default or an Event of Default described in clauses (1) and (2) (solely insofar thereunder but, except as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer)specified above, clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) remainder of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply Indenture and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject The following shall be the conditions to compliance application of either Section 8.01(b) or Section 8.01(c) to the outstanding Notes: (1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders 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 Notes on the dates on which any such payments are due and payable in accordance with the terms of the Indenture and of the Notes; (2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) 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 8.02(b6.01(a)(5) or (c6) 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) Such deposit will not result in a Default under the 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 Section 8.01(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 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Legal Defeasance 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 Legal Defeasance had not occurred, or (ii) in the event the Company elects Section 8.01(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, upon request shall execute proper instruments acknowledging confirming that, Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance or deposit and Covenant Defeasance and will be subject to federal income tax on the releasesame amounts and in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; (6) The Company shall have delivered to the Trustee an Officer’s Certificate, termination and/or discharge in form and substance reasonably satisfactory to the Trustee, stating that the deposit under clause (1) was not made by the Company, a Subsidiary Guarantor or any Subsidiary of the instrumentsCompany with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, agreements hindering, delaying or defrauding any other creditors of the Company, a Subsidiary Guarantor, or any Subsidiary of the Company or others; (7) The Company shall have delivered to the Trustee an Opinion of Counsel, in form and other provisions referred substance reasonably satisfactory to in the Trustee, to the effect that, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (8) The Company has delivered to the Trustee an Officer’s 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 Company under the Notes or the Indenture prior to 90 days following any such deposit; and (9) The Company shall have paid all amounts owing to the Trustee pursuant to Section 8.02(b7.07. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.01(d)(5) need not be delivered if all Notes 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 Notes within one year, or (c)iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, as applicableand at the expense, of the Company. In the event all or any portion of the Notes 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 Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied to its obligations and the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) obligations of the option under this Section 8.02(b), the Company Guarantors and the GuarantorsForeign Grantors, if any, shall be released and discharged from all of their obligations under with respect to the outstanding Notes, the Guarantees, if any, Guarantees and this Indenture (“Legal Defeasance”) the Collateral Agreements on the date that the applicable conditions set forth in clause (c) of this Section 8.03 shall have been satisfied8.01 are satisfied (hereinafter, and on or after that date any omission to comply with any "Legal Defeasance"). For this purpose, such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding "outstanding" only for the purposes of the provisions of matters under this Indenture referred to in clauses (1), (2), (3) through and (4) below), and the Company, the GuarantorsGuarantors and Foreign Grantors, if any, shall be released from deemed to have satisfied all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under such Notes and this Indenture Indenture, the Guarantees and the NotesCollateral Agreements, except that for the following provisions of this Indenture which shall survivesurvive until otherwise terminated or discharged hereunder: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, interest and interest Additional Interest, if any, on the Notes when such payments are due; (2) the Company’s 's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notespayments; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s 's obligations in connection therewith; and (4) the Legal Defeasance provisions of this the Indenture. (b) The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors and Foreign Grantors, if any, released and discharged from their obligations under covenants contained in Section 8.024.05, Sections 8.044.08 through 4.25 (provided that the discharged obligations may be released only the extent not otherwise required by TIA), 8.05and Section 5.01, 8.06, 8.07 and 11.08 and, if with respect to the outstanding Notes have been or are to be called for redemption, Article 3. On on and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in clause (c) of this Section 8.03 shall have been 8.01 are satisfied (“hereinafter, "Covenant Defeasance”"), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be outstanding not "outstanding" for purposes the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding "outstanding" for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this IndentureIndenture and such Notes shall be unaffected thereby. On and after Moreover, subject to the date that satisfaction of the conditions set forth in clause (c) below, Sections 6.01(3) through 6.01(9) (except, in the case of Section 6.01(6), with respect only to Significant Subsidiaries) shall not constitute Events of Default. (c) The following shall be the conditions to application of either Legal Defeasance or Covenant Defeasance occurs, (x) to the Events of Default described in clauses outstanding Notes: (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable U.S government obligations, or a combination thereof, in such amounts and (2) (solely insofar at such times as such clauses relate to any failure will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay amounts due in connection with a Change of Control Offer)the principal of, clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantorspremium, if any, interest and Additional Interest, if any, on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States 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 date of the Notes Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be automatically released 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; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders 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; (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit pursuant to clause (1) of this Section 8.01(c) (except such Default or Event of Default resulting from all of their obligations under their Guarantees the failure to comply with Section 4.08 as a result of the Notes and this Indenture and borrowing of funds required to effect such Guarantees will be automatically releaseddeposit) or insofar as Defaults or Events of Default from bankruptcy or insolvency events are concerned, terminated and discharged.at any time in the period ending on the 91st day after the date of such deposit; (d5) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and shall not result in a breach of, or constitute a default under the release, termination and/or discharge Indenture or any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the instrumentsCompany or with the intent of defeating, agreements hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to the Trustee an Officers' Certificate and other provisions referred an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the Legal Defeasance of the Covenant Defeasance have been complied with; and (8) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary qualifications and exclusions) to the effect that the trust resulting from the deposit is not required to register as an investment company under the Investment Company Act of 1940. In the event all or any portion of the Notes are to be redeemed through such irrevocable trust, the Company 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 such Section 8.02(b) or (c), as applicablethe name and at the expense of the Company.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either Section 8.02(bthe Legal Defeasance option or the Covenant Defeasance option in paragraph (b) or (c) below be applied to the all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(aSubject to Sections 8.02(c) of the option under this Section 8.02(b)and 8.03, the Company and the Guarantors, if any, shall be discharged from Subsidiary Guarantors at any time may terminate (i) all of their obligations under the Notes, the Guarantees, if any, Note Guarantees and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied), and on or after that date giving effect to such Legal Defeasance, any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes Default or (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1ii) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees Section 4.03 (other than with respect to the existence of the NotesCompany), Section 4.04 and the Company shall be released from all of its other obligations under this Indenture Sections 4.09 through 4.19 and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (13) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder5.01, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such any omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) and (9), the limitations contained in clause (3) of the first paragraph of Section 5.01, the failure of the Company to purchase Notes pursuant to Sections 4.09 or 4.15 and the events specified in such Sections and clauses shall no longer constitute an Event of Default, but except as specified above in this clause (ii), the remainder of this Indenture and the Notes shall be unaffected thereby (clause (ii) being referred to as “Covenant Defeasance”). The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default and the Note Guarantees and all obligations of the Subsidiary Guarantors under this Indenture shall terminate. If the Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) or because of failure to comply with clause (3) of the first paragraph of Section 5.01 or because of any covenant failure to purchase Notes pursuant to Sections 4.09 or agreement set forth in 4.15 and no failure by the Company or any such Section, clause or other provision Subsidiary to comply with any of the foregoing Sections shall not constitute a Default or Event of Default under this Indenture. On Upon satisfaction of the conditions set forth herein and after upon request of the date Company, the Trustee shall acknowledge in writing the discharge of those obligations that Covenant Defeasance occurs, the Company terminates. (xc) Notwithstanding the Events provisions of Default described in clauses (1Sections 8.01(a) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offerb), clause (3) (solely insofar as it relates the provisions of Sections 2.02 through 2.11, 4.01 through 4.04, 4.06, 4.08, 6.07, 7.07 and 7.08 and in this Article Eight shall survive until the Notes have been surrendered to the covenants Trustee for cancellation and agreements as are no longer outstanding pursuant to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first last paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of 2.08. After the Notes shall be automatically released from all of their have been paid in full, the Company’s obligations under their Guarantees of the Notes Sections 7.07, 8.04 and this Indenture and such Guarantees will be automatically released, terminated and discharged8.05 shall survive. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either the Legal Defeasance option or the Covenant Defeasance option in Section 8.02(b) or (c) below be applied to the all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(aSubject to Sections 8.02(c) of the option under this Section 8.02(b)and 8.03, the Company and the Guarantors, if any, shall be discharged from Subsidiary Guarantors at any time may terminate (i) all of their obligations under the Notes, the Guarantees, if any, Note Guarantees and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied), and on or after that date giving effect to such Legal Defeasance, any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes Default or (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1ii) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture Section 4.04 and their Guarantees of the NotesSections 4.09 through 4.19, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such any omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) and (9), the failure of the Company to purchase Notes pursuant to Section 4.09 and the events specified in such Sections and clauses shall no longer constitute an Event of Default, but except as specified above in this clause (ii), the remainder of this Indenture and the Notes shall be unaffected thereby (clause (ii) being referred to as “Covenant Defeasance”). The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default and the Note Guarantees and all obligations of the Subsidiary Guarantors under this Indenture shall terminate. If the Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) or because of any covenant failure to purchase Notes pursuant to Section 4.09 and no failure by the Company or agreement set forth in any such Section, clause or other provision Subsidiary to comply with any of the foregoing Sections shall not constitute a Default or Event of Default under this Indenture. On Upon satisfaction of the conditions set forth herein and after upon request of the date Company, the Trustee shall acknowledge in writing the discharge of those obligations that Covenant Defeasance occurs, the Company terminates. (xc) Subject to the Events of Default described in clauses (1next sentence and notwithstanding Sections 8.02(a) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer8.02(b), clause (3) (solely insofar as it relates the provisions of Sections 2.02 through 2.11, 4.01 through 4.04, 4.06, 4.08, 6.07, 7.07 and 7.08 and in this Article Eight shall survive until the Notes have been surrendered to the covenants Trustee for cancellation and agreements as are no longer outstanding pursuant to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first last paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged2. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and option, at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.038.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees. (b) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(b8.1(b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 8.2, be deemed to have been satisfiedpaid and discharged the entire indebtedness represented by the Outstanding Notes and Subsidiary Guarantees on the 91st day after the deposit specified in Section 8.2(a) (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default“Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of the provisions sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this Section 8.1(b), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from have been deemed to have satisfied all of its their other obligations under this Indenture such Notes, and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, receive solely from the trust fund described in clause (1Section 8.2(a) of the first paragraph of Section 8.03below, as more fully set forth in such section, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith; , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(b8.1(b) notwithstanding the prior exercise of its option under Section 8.01(c8.1(c). (c) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(c8.1(c), the Company and its Restricted Subsidiaries shall be, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.4, Section 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, and Section 3.21 with respect to the Outstanding Notes and the operation of Sections 6.1(a)(iv), (v), (vi), (vii), (viii) but only as it applies to any Restricted Subsidiary, and (ix) shall have been terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of or Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) the Notes or the Subsidiary Guarantees under Section 6.1(a)(iii), but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and option, at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.038.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes. (b) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(b8.1(b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 8.2, be deemed to have been satisfiedpaid and discharged the entire indebtedness represented by the Outstanding Notes after the deposit specified in Section 8.2(a) (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default“Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding Notes (Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of the provisions sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this Section 8.1(b), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from have been deemed to have satisfied all of its their other obligations under this Indenture such Notes, and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notespayments; (3iii) the rights, powers, trusttrusts, duties duties, indemnities and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith; and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(b8.1(b) notwithstanding the prior exercise of its option under Section 8.01(c8.1(c). (c) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(c8.1(c), the Company and shall be, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been 8.2, released and discharged from each of its obligations under the covenants contained in Section 3.4, Section 3.7, Section 3.9, Section 3.10, Section 3.11, and Section 3.14 with respect to the Outstanding Notes, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all under Section 6.1 hereof, but, except as specified above, the remainder of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will Notes shall be automatically releasedunaffected thereby. In addition, terminated and discharged. (d) Subject upon the Company’s exercise under Section 8.1 hereof of the option applicable to compliance with this Section 8.02(b) or (c8.1(c), subject to the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge satisfaction of the instrumentsconditions set forth in Section 8.2 hereof, agreements and other provisions referred to in such Section 8.02(b) or (c6.1(a)(iii), as applicableSection 6.1(a)(iv) and Section 6.1(a)(v) hereof will not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Company may, may at its option and at any time, elect to have either Section 8.02(b) or (c) be applied all of its obligations discharged with respect to the outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of any series and all obligations of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be Guarantors discharged from all with respect to their Note Guarantees of their obligations under the Notes, the Guarantees, if any, and this Indenture such series (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survivefor: (1i) the rights of Holders of Outstanding Notes of such series to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and or interest including Additional Interest, if any, or premium, if any, and interest on the on, such Notes when such payments are duedue from the trust referred to in Section 11.2(c); (2ii) the Company’s obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments on the Notesheld in trust; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c)11.2. (cb) Upon The Company may, at its option and at any time, elect to have the Company’s exercise under Section 8.02(a) Obligations of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be Guarantors released with respect to Sections 3.4 and discharged from all 7.1 through 7.4 hereof with respect to Notes of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied any series (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of thereafter any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision those covenants shall not constitute a Default or Event of Default under this Indenturewith respect to the Notes of such series. On and after In the date that event Covenant Defeasance occurs, the events set forth under Section 8.1(a)(iii), (x) the Events of Default described in clauses iv), (1v), (vi), (viii) and (2ix) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change hereof shall no longer constitute an Event of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except Default with respect to Companythe Notes of such series. (c) and clause The following shall be the conditions to the application of Section 11.2(a) or (6b) to any Outstanding Notes of any series: (i) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the first paragraph Holders of Section 6.01 will no longer constitute Events such series, Cash in U.S. dollars, non-callable Government Obligations, or a combination of Default Cash in U.S. dollars and non-callable Government Obligations, in amounts as shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or otherwise apply and (y) firm of independent public accountants, to pay the Guarantorsprincipal of, or interest, premium, if any, and Additional Interest, if any, on, the Outstanding Notes of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) 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, the Holders of the Outstanding Notes of such series shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall 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; (iii) in the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be automatically released from all of their obligations under their Guarantees of subject to federal income tax on the Notes same amounts, in the same manner and this Indenture and at the same times as would have been the case if such Guarantees will be automatically released, terminated and discharged.Covenant Defeasance had not occurred; (div) Subject no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to compliance with Section 8.02(bbe applied to such deposit and the grant of any Lien securing such borrowing); (v) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the release, termination and/or discharge Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (vi) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such series over the other creditors of the instrumentsCompany with the intent of defeating, agreements hindering, delaying or defrauding any creditors of the Company or others; and (vii) the Company must deliver to the Trustee an Officers’ Certificate and other provisions referred an Opinion of Counsel, each stating that all conditions precedent relating to in the Legal Defeasance or the Covenant Defeasance have been complied with. (d) The Collateral shall be automatically released from the Lien securing the Notes of such series upon a Legal Defeasance or Covenant Defeasance. (e) Section 8.02(b) or (c), as applicable4.2 of the Base Indenture shall not apply to the Notes.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either the Legal Defeasance option or the Covenant Defeasance option in Section 8.02(b) or (c) below be applied to the all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(aSubject to Sections 8.02(c) of the option under this Section 8.02(b)and 8.03, the Company and the Guarantors, if any, shall be discharged from Subsidiary Guarantors at any time may terminate (i) all of their obligations under the Notes, the Guarantees, if any, Note Guarantees and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied), and on or after that date giving effect to such Legal Defeasance, any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes Default or (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1ii) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture Section 4.04 and their Guarantees of the NotesSections 4.09 through 4.19, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such any omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) and (9), the failure of the Company to purchase Notes pursuant to Section 4.09 and the events specified in such Sections and clauses shall no longer constitute an Event of Default, but except as specified above in this clause (ii), the remainder of this Indenture and the Notes shall be unaffected thereby (clause (ii) being referred to as “Covenant Defeasance”). The Company may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default and the Note Guarantees and all obligations of the Subsidiary Guarantors under this Indenture shall terminate. If the Company exercises its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified under Sections 6.01(4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) or because of any covenant failure to purchase Notes pursuant to Section 4.09 and no failure by the Company or agreement set forth in any such Section, clause or other provision Subsidiary to comply with any of the foregoing Sections shall not constitute a Default or Event of Default under this Indenture. On Upon satisfaction of the conditions set forth herein and after upon request of the date Company, the Trustee shall acknowledge in writing the discharge of those obligations that Covenant Defeasance occurs, the Company terminates. (xc) Subject to the Events of Default described in clauses (1next sentence and notwithstanding Sections 8.02(a) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer8.02(b), clause (3) (solely insofar as it relates the provisions of Sections 2.02 through 2.11, 4.01 through 4.04, 4.06, 4.08, 6.07, 7.07 and 7.08 and in this Article Eight shall survive until the Notes have been surrendered to the covenants Trustee for cancellation and agreements as are no longer outstanding pursuant to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first last paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of 2.08. After the Notes shall be automatically released from all of their have been paid in full, the Company’s obligations under their Guarantees of the Notes Sections 7.07, 8.04 and this Indenture and such Guarantees will be automatically released, terminated and discharged8.05 shall survive. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company Issuer may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied all of its obligations discharged with respect to the outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise issued under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survivefor: (1) the rights of Holders of outstanding Notes issued thereunder to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and or interest or premium, if any, and interest on the such Notes when such payments are duedue from the trust referred to below; (2) the CompanyIssuer’s obligations with respect to the Notes issued hereunder concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments on the Notesheld in trust; (3) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the CompanyIssuer’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c8.2(a). (cb) Upon The Issuer may, at its option and at any time, elect to have the Company’s exercise under Section 8.02(a) obligations of the option under this Section 8.02(c), the Company Issuer and the GuarantorsGuarantors released with respect to Sections 4.1, if any4.2, shall be released 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and discharged from all 4.11 hereof and the operation of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and clause (4) of Section 5.01(a5.1(a) hereof (“Covenant Defeasance”) with respect to the outstanding Notes on and after the date that the applicable conditions set forth in Section 8.03 shall have been 8.3 are satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding “outstanding” for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). Forth this purpose, and Covenant Defeasance means that, with respect to the Company and outstanding Notes, the Guarantors, if any, Issuer may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all but, except as specified above, the remainder of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will Notes shall be automatically releasedunaffected thereby. In addition, terminated upon the Issuer’s exercise under this Section 8.2(b), subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(c), 6.1(d), 6.1(e) (with respect to Significant Subsidiaries of the Issuer only), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) and discharged6.1(h) hereof shall not constitute Defaults or Events of Default. The Issuer may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Issuer exercises its Legal Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e) (with respect to Significant Subsidiaries of the Issuer only), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) and 6.1(h) or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (dc) Subject to compliance with Section 8.02(bNotwithstanding clauses (a) or and (c)b) above, the TrusteeIssuer’s obligations in Sections 2.04, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance 2.05, 2.06, 2.07, 2.08, 2.09, 7.06 and the release, termination and/or discharge 7.07 of the instrumentsBase Indenture. Section 2.4 hereof and in this Article shall survive until the Notes have been paid in full. Thereafter, agreements the Issuer’s obligations in Sections 7.09 of the Base Indenture and other provisions referred to in Sections 8.6 and 8.7 hereof shall survive such Section 8.02(b) or (c), as applicablesatisfaction and discharge.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and option, at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.038.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes. (b) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(b8.1(b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 8.2, be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and all such amounts as shall have been satisfiedbe due and payable under this Indenture on the 91st day after the deposit specified in Section 8.2(a) (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default“Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of the provisions sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this Section 8.1(b), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from have been deemed to have satisfied all of its their other obligations under this Indenture such Notes, and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, receive solely from the trust fund described in clause (1Section 8.2(a) of the first paragraph of Section 8.03below, as more fully set forth in such section, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties duties, protections, benefits, indemnities and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith; , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(b8.1(b) notwithstanding the prior exercise of its option under Section 8.01(c8.1(c). (c) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(c8.1(c), the Company and its Restricted Subsidiaries shall be, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.4, Section 3.7, Section 3.8, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.17, Section 3.18, and Section 3.22 with respect to the Outstanding Notes and the operation of Sections 6.1(a)(iv), (v), (vi), (vii), (viii) but only as it applies to any Restricted Subsidiary, and (ix) shall have been terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of or Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Companythe Notes under Section 6.1(a)(iii) but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company Issuer may, at its option and at any time, elect to have either Section 8.02(bparagraph (b) or (c) be below applied to the all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the CompanyIssuer’s exercise under Section 8.02(aparagraph (a) above of the option under applicable to this Section 8.02(bparagraph (b), the Company and Issuer shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 8.03, be deemed to have been satisfieddischarged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default“Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding “outstanding” only for the purposes of Section 8.04 and the provisions other Sections of this Indenture (with respect to such Notes) referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its other obligations under such Notes and this Indenture (with respect to such Notes) (and the NotesTrustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture which shall survivesurvive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, or interest or premium and premiumSpecial Interest, if any, and interest on the such Notes when such payments are duedue from the trust referred to below; (2) the CompanyIssuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments on the Notesheld in trust; (3) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the CompanyIssuer’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The 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 Section 8.02(b9.01(b) or (c9.01(c) hereof be applied to the all outstanding Notes of a designated maturity upon compliance with the conditions set forth below in Section 8.03this Article IX. (b) Upon the Company’s 's exercise under in Section 8.02(a9.01(a) hereof of the option under applicable to this Section 8.02(b9.01(b), the Company and each Guarantor shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 9.02 hereof, be deemed to have been satisfieddischarged from their obligations with respect to all outstanding Notes of a designated maturity and any related Note Guarantee on the date the conditions set forth below are satisfied (hereinafter, and on or after that date any omission "Legal Defeasance"), each such reference below being only to comply with any such obligations shall no longer constitute a Default or Event designated maturity of DefaultNotes. Such For this purpose, Legal Defeasance shall mean means that the Company and each Guarantor shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the such outstanding Notes (and any related Note Guarantee, which Notes and Notes Guarantees shall thereafter be deemed to be outstanding "outstanding" only for the purposes of Section 9.03 hereof and the provisions other Sections of this Indenture referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its their other obligations under such Notes and this Indenture (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture which shall survive: survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of such outstanding Notes to receive, receive solely from the trust fund described in clause (1) of the first paragraph of Section 8.03this Article IX, as more fully set forth in such Article, payments in respect of the principal of, and premium, if any, and interest and Additional Interest, if any, on the such Notes when such payments are due; , (2ii) the Company’s 's obligations with respect to the Notes concerning issuing temporary Notesin Sections 2.03, registration of Notes2.04, mutilated2.05, destroyed2.06, lost or stolen Notes 2.07, 2.09, 7.07 and 7.08, which shall survive until the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasancepaid in full (thereafter, the GuaranteesCompany's obligations in Section 7.07 shall survive), if any, of the Notes and all obligations of the Guarantors under (iii) this Indenture and the Guarantees shall automatically terminateArticle IX. Subject to compliance with this Article 8IX, the Company may exercise its option under this Section 8.02(b9.01(b) notwithstanding the prior exercise of its option under Section 8.01(c)9.01(c) hereof. (c) Upon the Company’s 's exercise under Section 8.02(a9.01(a) hereof of the option under applicable to this Section 8.02(c9.01(c), the Company and each Guarantor shall, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been 9.02 hereof, be released from their obligations under Sections 4.06, 4.07, 4.08, 4.09, (other than with respect to collateral) 4.10, 4.13, 4.14, and 4.15 and 5.01 hereof with respect to the outstanding Notes of a designated maturity on and after the date the conditions set forth below are satisfied (“hereinafter, "Covenant Defeasance”"), and on or after that date the foregoing covenants and agreements shall no longer applyeach such reference below being only to such designated maturity of Notes, and the such Notes shall thereafter be deemed not to be outstanding "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 any such covenants or agreementsSections, but shall continue to be deemed "outstanding" for all the other purposes hereunder (it being understood that such Notes and the related Notes Guarantees shall not be deemed outstanding for all other purposes hereunderaccounting purposes). For this purpose, and the Company and the GuarantorsCovenant Defeasance means that, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision Section or by reason of any reference in any such Section, clause or other provision Section to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events hereof, but, except as specified above, the remainder of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will Notes shall be automatically releasedunaffected thereby. In addition, terminated and discharged. upon the Company's exercise under Section 9.01(a) hereof of the option applicable to this Section 9.01(c) hereof, subject to the satisfaction of the conditions set forth in Section 9.02, Sections 6.01(a), 6.01(b), 6.01(d) (d) Subject with respect to compliance with Section 8.02(b) or (cSections 4.08, 4.10, 4.13, 4.14, and 4.15), the Trustee, upon request 6.01(e) and (f) shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge not constitute Events of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicableDefault.

Legal Defeasance and Covenant Defeasance. (a) The Company Bank may, at its option and option, at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.038.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes. (b) Upon the CompanyBank’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(b8.1(b), the Company and Bank shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied8.2, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Outstanding Notes and all such amounts as shall be due and payable under this Indenture on the 91st day after the deposit specified in Section 8.2 (a) Subsection 1.1.1 (a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Bank shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of the provisions sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this Section 8.1(b), and the Guarantors, if any, Bank shall be released from have been deemed to have satisfied all of their other obligations under this Indenture and their Guarantees of the such Notes, and the Company shall be released from all of its other obligations under this Indenture hereunder (and the NotesTrustee, on demand of and at the expense of the Bank, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, receive solely from the trust fund described in clause (1) of the first paragraph of Section 8.038.2 below, as more fully set forth in such section, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the CompanyBank’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, replacing mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties duties, protections, benefits, indemnities and immunities of the Trustee as described in ARTICLE VII and hereunder and the CompanyBank’s obligations in connection therewith; , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateARTICLE VIII. Subject to compliance with this Article 8ARTICLE VIII, the Company Bank may exercise its option under this Section 8.02(b8.1(b) notwithstanding the prior exercise of its option under Section 8.01(c8.1(c). (c) Upon the CompanyBank’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(c8.1(c), the Company and Bank shall be, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.6, Section 3.7, Section 3.10, Section 3.11 and Section 3.12 with respect to the Outstanding Notes shall have been terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Company and Outstanding Notes, the Guarantors, if any, Bank may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Companythe Notes under Section 6.1(a)(iii) but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and option, at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.038.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees. (b) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(b8.1(b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 8.2, be deemed to have been satisfiedpaid and discharged the entire indebtedness represented by the Outstanding Notes and Subsidiary Guarantees on the 91st day after the deposit specified in Section 8.2(a) (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default“Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of the provisions sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this Section 8.1(b), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from have been deemed to have satisfied all of its their other obligations under this Indenture such Notes, and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, receive solely from the trust fund described in clause (1Section 8.2(a) of the first paragraph of Section 8.03below, as more fully set forth in such section, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith; , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(b8.1(b) notwithstanding the prior exercise of its option under Section 8.01(c8.1(c). (c) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(c8.1(c), the Company and its Restricted Subsidiaries shall be, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.4, Section 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.11, Section 3.12, Section 3.13 and Section 3.15 with respect to the Outstanding Notes and the operation of Sections 6.1(a)(iii), (iv), (v), (vi), (vii) but only as it applies to any Restricted Subsidiary, and (viii) shall have been terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of or Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) the Notes or the Subsidiary Guarantees under Section 6.1, but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, with respect to the Notes, elect to have either Section 8.02(bparagraph (b) or paragraph (c) be below applied to the Outstanding Notes upon compliance with the conditions set forth in Section 8.03paragraph (d). (b) Upon the Company’s exercise under Section 8.02(aparagraph (a) of the option under applicable to this Section 8.02(bparagraph (b), the Company and the Guarantors, if any, Guarantors shall be deemed to have been released and discharged from all of their obligations under with respect to the Outstanding Notes of an applicable series of Notes, and have Liens on the GuaranteesCollateral securing the Notes of such series released on the date the conditions set forth below are satisfied (hereinafter, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied). For this purpose, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Outstanding Notes (for such series of Notes, which shall thereafter be deemed to be outstanding “Outstanding” only for the purposes of the provisions of this sections and matters under the Indenture referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its other obligations under this Indenture such Notes and the NotesIndenture insofar as such Notes are concerned, except that for the following provisions of this Indenture following, which shall survive: survive until otherwise terminated or discharged hereunder: (1i) the rights of the Holders of Outstanding Notes of such series to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the such series of Notes when such payments are due; , (2ii) the Company’s obligations with respect to issue temporary Notes of such series, register the transfer or exchange of any Notes concerning issuing temporary Notesof such series, registration of Notes, replace mutilated, destroyed, lost or stolen Notes and the maintenance of maintain an office or agency for payments on in respect of the Notes; , (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and with such series of Notes and (4iv) the Legal Defeasance provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3Indenture. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the The Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.01(c)paragraph (c) below with respect to the Notes. (c) Upon the Company’s exercise under Section 8.02(aparagraph (a) of the option under applicable to this Section 8.02(cparagraph (c), the Company and the Guarantors, if any, Guarantors shall be released and discharged from all their obligations under any covenant contained in Article V and in Sections 403 through 412 with respect to the Outstanding Notes for such series of their covenants Notes on and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on after the date that the applicable conditions set forth in Section 8.03 shall have been below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes of such series shall thereafter be deemed not to be outstanding not “Outstanding” for purposes the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding “Outstanding” for all other purposes hereunder. For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes for such series, the Company and the Guarantors, if any, any Guarantor may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control OfferSection 601(3), clause (3nor shall any event referred to in Section 601(4) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause or (6) thereafter constitute a Default or an Event of Default thereunder but, except as specified above, the remainder of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will Notes of the applicable series shall be automatically released, terminated and dischargedunaffected thereby. (d) Subject The following shall be the conditions to compliance application of either paragraph (b) or paragraph (c) above to the Outstanding Notes of the applicable series of the Notes: (1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holder of such series of Notes 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 for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged 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 Notes of such series on the dates on which any such payments are due and payable in accordance with the terms of the Indenture and of the Notes of such series; (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 Officer’s 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 Notes of such series shall have occurred and be continuing on the date of such deposit or, insofar as Section 8.02(b601(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 Officer’s Certificates stating that such deposit will not result in a Default under the 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, beneficial owners of the Notes of such series 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, upon request shall execute proper instruments acknowledging confirming that beneficial owners of the Notes of such Legal Defeasance series will not recognize income, gain or Covenant Defeasance loss for federal income tax purposes as a result of such deposit and the releasedefeasance 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) [Reserved]. (7) The Company shall have delivered to the Trustee an Officer’s Certificate, termination and/or discharge 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 instrumentsCompany with the intent of preferring the Holders of Notes of such series of Notes over any other creditors of the Company or with the intent of defeating, agreements 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 other provisions referred 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 effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (9) The Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 1101 have been complied with respect to the Notes of such series; and (10) The Company shall have paid all amounts owing to the Trustee pursuant to Section 8.02(b6.07 of the Base Indenture. Notwithstanding the foregoing, the Opinion of Counsel required by paragraph (5) above need not be delivered if all Notes of such series 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 (c)iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, as applicableand at the expense, of the Company. In the event all or any portion of the Notes of such series 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 Company may, at its option and option, at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.038.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes. (b) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(b8.1(b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 8.2, be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and all such amounts as shall have been satisfiedbe due and payable under this Indenture on the 91st day after the deposit specified in Section 8.2(a) (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default“Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of the provisions sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this Section 8.1(b), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from have been deemed to have satisfied all of its their other obligations under this Indenture such Notes, and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, receive solely from the trust fund described in clause (1Section 8.2(a) of the first paragraph of Section 8.03below, as more fully set forth in such section, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, replacing mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties duties, protections, benefits, indemnities and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith; and , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(b8.1(b) notwithstanding the prior exercise of its option under Section 8.01(c8.1(c). (c) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(c8.1(c), the Company and its Restricted Subsidiaries shall be, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied 8.2, released and discharged from their obligations under the covenants contained in Section 3.4, Section 3.7, Section 3.8, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.17, Section 3.18, and Section 3.22 with respect to the Outstanding Notes and the operation of Sections 6.1(d), (e), (f) and (g) (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document but, and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Companythe Notes under Section 6.1(a)(iii) but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties duties, privileges, indemnities and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer or Mortgage Business Triggering Event Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request written request, shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, with respect to the Notes, elect to have either Section 8.02(b8.01(b) or (cSection 8.01(c) be applied to the outstanding Notes upon compliance with the conditions set forth in Section 8.038.01(d). (b) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(b8.01(b), the Company Issuer and the Guarantors, if any, Guarantors shall be deemed to have been released and discharged from all of their obligations under with respect to the Notesoutstanding Notes on the date the conditions set forth below are satisfied (hereinafter, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date ). For this purpose, such Legal Defeasance means that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding “outstanding” only for the purposes of the provisions of this Sections and matters under the Indenture referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its other obligations under this Indenture such Notes and the NotesIndenture insofar as such Notes are concerned, except that for the following provisions of this Indenture following, which shall survive: survive until otherwise terminated or discharged hereunder: (1i) the rights of the Holders of outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the such Notes when such payments are due; ; (2ii) the CompanyIssuer’s obligations with respect to register the Notes concerning issuing temporary transfer or exchange of any Notes, registration of Notes, replace mutilated, destroyed, lost or stolen Notes and the maintenance of maintain an office or agency for payments on in respect of the Notes; ; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee and the Company’s and the Issuer’s obligations in connection therewith; and and (4iv) the Legal Defeasance provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3Indenture. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the The Company may exercise its option under this Section 8.02(b8.01(b) notwithstanding the prior exercise of its option under Section 8.01(c)) with respect to the Notes. (c) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(c8.01(c), the Company and the Guarantors, if any, Restricted Subsidiaries shall be released and discharged from all of their covenants obligations under any covenant contained in Article V and agreements under in Sections 4.06 4.03 through 4.10, inclusive, 4.18 with respect to the outstanding Notes on and clauses (2) and (4) of Section 5.01(a) on after the date that the applicable conditions set forth in Section 8.03 shall have been below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be outstanding not “outstanding” for purposes the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding “outstanding” for all other purposes hereunder. For this purpose, and such Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors, if any, its Restricted Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occursSection 6.01(a)(3), nor shall any event referred to in Section 6.01(a)(4) or (x7) the Events thereafter constitute a Default or an Event of Default described in clauses (1) and (2) (solely insofar thereunder but, except as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer)specified above, clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) remainder of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply Indenture and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject The following shall be the conditions to compliance application of either Section 8.01(b) or Section 8.01(c) to the outstanding Notes: (1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders 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 Notes on the dates on which any such payments are due and payable in accordance with the terms of the Indenture and of the Notes; (2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) 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 8.02(b6.01(a)(5) or (c6) 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) Such deposit will not result in a Default under the 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 Section 8.01(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 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Legal Defeasance 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 Legal Defeasance had not occurred, or (ii) in the event the Company elects Section 8.01(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, upon request shall execute proper instruments acknowledging confirming that, Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance or deposit and Covenant Defeasance and will be subject to federal income tax on the releasesame amounts and in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; (6) The Company shall have delivered to the Trustee an Officer’s Certificate, termination and/or discharge in form and substance reasonably satisfactory to the Trustee, stating that the deposit under clause (1) was not made by the Issuer, the Company, a Subsidiary Guarantor or any Subsidiary of the instrumentsCompany with the intent of preferring the Holders of Notes over any other creditors of the Company or with the intent of defeating, agreements hindering, delaying or defrauding any other creditors of the Issuer, the Company, a Subsidiary Guarantor, or any Subsidiary of the Company or others; (7) The Company shall have delivered to the Trustee an Opinion of Counsel, in form and other provisions referred substance reasonably satisfactory to in the Trustee, to the effect that, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (8) The Company has delivered to the Trustee an Officer’s 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 Issuer under the Notes or the Indenture prior to 90 days following any such deposit; and (9) The Company shall have paid all amounts owing to the Trustee pursuant to Section 8.02(b7.07. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.01(d)(5) need not be delivered if all Notes 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 Notes within one year, or (c)iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, as applicableand at the expense, of the Issuer. In the event all or any portion of the Notes are to be redeemed through such irrevocable trust, the Issuer 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 Issuer.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and may at any time, at the option of its Board of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, elect to have either Section 8.02(b) or (c) be applied all of its Obligations discharged with respect to all the series of Outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) and all Obligations of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be Guarantors discharged from all of with respect to their obligations under the Notes, the Guarantees, if any, and this Indenture Note Guarantees (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survivefor: (1i) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and or interest or premium, if any, and interest on the on, such Notes when such payments are duedue from the trust referred to in Section 11.2(c); (2ii) the Company’s obligations Obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments on the Notesheld in trust; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the Company’s obligations and the Guarantors’ Obligations in connection therewith; and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c)11.2. (cb) Upon The Company may, at its option and at any time, elect to have the Company’s exercise under Section 8.02(a) Obligations of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be Guarantors released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on with respect to the date that the applicable conditions Obligations set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”)Sections 3.3, 3.4, 7.1 through 7.13, 7.15 and on or after that date the foregoing covenants 7.16 hereof and agreements shall no longer apply, each Guarantor’s Obligation under its Guarantee and the Notes shall be deemed not to be outstanding for purposes of thereafter any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision those covenants shall not constitute a Default or Event of Default under this Indenturewith respect to the Notes. On and after In the date that event Covenant Defeasance occurs, the events set forth under Section 8.1(a)(iii), (x) the Events of Default described in clauses iv), (1v), (vi), (viii) and (2ix) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change hereof shall no longer constitute an Event of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except Default with respect to Companythe Notes. (c) and clause The following shall be the conditions to the application of Section 11.2(a) or (6b) any Outstanding Notes: (i) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the first paragraph Holders, Cash in U.S. dollars, non-callable Government Obligations, or a combination of Section 6.01 will no longer constitute Events Cash in U.S. dollars and non-callable Government Obligations, in amounts as shall be sufficient, in the opinion of Default a nationally recognized investment bank, appraisal firm or otherwise apply firm of independent public accountants, to pay the principal of, or interest and (y) the Guarantorspremium, if any, on, the Outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) 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, the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be automatically released from all 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; (iii) in the case of their obligations under their Guarantees Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and this Indenture shall 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 Guarantees will be automatically released, terminated and discharged.Covenant Defeasance had not occurred; (div) Subject no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to compliance with Section 8.02(bbe applied to such deposit and the grant of any Lien securing such borrowing) and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (c), the Trustee, upon request shall execute proper instruments acknowledging v) such Legal Defeasance or Covenant Defeasance and shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the release, termination and/or discharge Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (vi) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the instrumentsCompany with the intent of defeating, agreements hindering, delaying or defrauding any creditors of the Company or others; and (vii) the Company must deliver to the Trustee an Officers’ Certificate and other provisions referred an Opinion of Counsel, each stating that all conditions precedent relating to in such the Legal Defeasance or the Covenant Defeasance have been complied with. (d) The Collateral shall be automatically released from the Lien securing the Notes upon a Legal Defeasance or Covenant Defeasance. (e) Section 8.02(b) or (c), as applicable4.2 of the Base Indenture shall not apply to the Notes.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and option, at any time, elect to have either Section 8.02(bparagraph (b) or (c) of this Section 8.1 be applied to its obligations with respect to all outstanding Notes and all obligations of the Notes Subsidiary Guarantors under the Note Guarantees upon compliance with the conditions set forth in Section 8.038.2. (b) Upon the Company’s exercise under paragraph (a) of this Section 8.02(a) 8.1 of the option under applicable to this Section 8.02(bparagraph (b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied8.2, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and Note Guarantees after the deposit specified in Section 8.2(a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of Section 8.3 and the provisions other Sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this paragraph (b), the Guarantors, if any, shall be released from and to have satisfied all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture such Notes and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee hereunder and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith; , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.01(c)8.1. (c) Upon the Company’s exercise under paragraph (a) of this Section 8.02(a) 8.1 of the option under applicable to this Section 8.02(cparagraph (c), the Company may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors, if any, shall be released and discharged from all subject to the satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been 8.2, released from obligations under the covenants (including, without limitations contained in Sections 3.4, 3.5, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22 and 4.1(a)(2) with respect to the Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of or Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates respect to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5Notes or the Note Guarantees under Section 6.1(a)(3) (except in respect of a failure to perform under or comply with respect to CompanySection 4.1(c), Section 6.1(a)(4) or Section 6.1(a)(5)), but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and option, at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.038.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees. (b) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(b8.1(b), the Company and shall, subject to the Guarantors, if any, shall be discharged from all satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 8.2, be deemed to have been satisfiedpaid and discharged the entire indebtedness represented by the Outstanding Notes and Subsidiary Guarantees on the 91st day after the deposit specified in Section 8.2(a) (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default“Legal Defeasance”). Such For this purpose, Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Outstanding Notes, which shall thereafter be deemed to be outstanding Outstanding only for the purposes of the provisions sections of this Indenture referred to in clauses clause (1i) through or (4ii) belowof this Section 8.1(b), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from have been deemed to have satisfied all of its their other obligations under this Indenture such Notes, and hereunder (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except that for the following provisions of this Indenture provisions, which shall survivesurvive until otherwise terminated or discharged hereunder: (1i) the rights of Holders to receive, receive solely from the trust fund described in clause (1Section 8.2(a) of the first paragraph of Section 8.03below, as more fully set forth in such section, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due;, (2ii) the Company’s obligations with respect to the such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes;payments, (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith; , and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateVIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02(b8.1(b) notwithstanding the prior exercise of its option under Section 8.01(c8.1(c). (c) Upon the Company’s exercise under Section 8.02(a8.1(a) of the option under applicable to this Section 8.02(c8.1(c), the Company and its Restricted Subsidiaries shall be, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.4, Section 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.11, and Section 3.13 with respect to the Outstanding Notes and the operation of Sections 6.1(a)(iii), (iv), (v), (vi), (vii) but only as it applies to any Restricted Subsidiary, and (viii) shall have been terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding Outstanding for all other purposes hereunderhereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, and such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of or Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) the Notes or the Subsidiary Guarantees under Section 6.1, but, except as specified above, the remainder hereof and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, with respect to the Notes, elect to have either Section 8.02(b8.01(b) or (cSection 8.01(c) be applied to the outstanding Notes upon compliance with the conditions set forth in Section 8.038.01(d). (b) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(b8.01(b), the Company and the Guarantors, if any, Subsidiary Guarantors shall be deemed to have been released and discharged from all of their obligations under with respect to the Notesoutstanding Notes on the date the conditions set forth below are satisfied (hereinafter, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied). For this purpose, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding “outstanding” only for the purposes of the provisions of this Sections and matters under the Indenture referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its other obligations under this Indenture such Notes and the NotesIndenture insofar as such Notes are concerned, except that for the following provisions of this Indenture following, which shall survive: survive until otherwise terminated or discharged hereunder: (1i) the rights of the Holders of outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the such Notes when such payments are due; ; (2ii) the Company’s obligations with respect to the Notes concerning issuing issue temporary Notes, registration register the transfer or exchange of any Notes, replace mutilated, destroyed, lost or stolen Notes and the maintenance of maintain an office or agency for payments on in respect of the Notes; ; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and and (4iv) the Legal Defeasance provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3Indenture. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the The Company may exercise its option under this Section 8.02(b8.01(b) notwithstanding the prior exercise of its option under Section 8.01(c)) with respect to the Notes. (c) Upon the Company’s exercise under Section 8.02(a8.01(a) of the option under applicable to this Section 8.02(c8.01(c), the Company and the Guarantors, if any, Restricted Subsidiaries shall be released and discharged from all of their covenants obligations under any covenant contained in Article V and agreements under in Sections 4.06 4.03 through 4.10, inclusive, 4.18 with respect to the outstanding Notes on and clauses (2) and (4) of Section 5.01(a) on after the date that the applicable conditions set forth in Section 8.03 shall have been below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be outstanding not “outstanding” for purposes the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding “outstanding” for all other purposes hereunder. For this purpose, and such Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors, if any, any Restricted Subsidiary may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occursSection 6.01(a)(3), nor shall any event referred to in Section 6.01(a)(4) or (x7) the Events thereafter constitute a Default or an Event of Default described in clauses (1) and (2) (solely insofar thereunder but, except as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer)specified above, clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) remainder of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply Indenture and (y) the Guarantors, if any, of the such Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargedunaffected thereby. (d) Subject The following shall be the conditions to compliance application of either Section 8.01(b) or Section 8.01(c) to the outstanding Notes: (1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders 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 Notes on the dates on which any such payments are due and payable in accordance with the terms of the Indenture and of the Notes; (2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) 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 8.02(b6.01(a)(5) or (c6) 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) Such deposit will not result in a Default under the 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 Section 8.01(b) hereof, the TrusteeCompany shall deliver to the Trustee an Opinion of Counsel in the United States, upon request 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 execute proper instruments acknowledging confirm that, Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Legal Defeasance or Covenant 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 Legal Defeasance and the releasehad not occurred, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.or

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties duties, privileges, indemnities and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request written request, shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied its obligations and the corresponding obligations of the Subsidiary Guarantors discharged with respect to the Outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default). Such Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Outstanding Notes, and the Company shall be released from satisfied all of its other obligations under this Indenture and with respect to the Notes, except that the following provisions of this Indenture shall survivefor: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notespayments; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to terminate its obligations under Section 8.024.03, Sections 8.044.06 through 4.14 and the operation of Section 6.01(2)(b), 8.05, 8.06, 8.07 Sections 6.01(3) through (6) and 11.08 and, if Section 6.01(8) and the outstanding limitations described in clause (2) of the first paragraph of Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes have been or are to be called for redemption, Article 3(“Covenant Defeasance”). On and after In the date event of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, with respect thereto. In the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that event Covenant Defeasance occurs, (x) the Events of Default events described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer2)(b), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause ), (6) of the first paragraph and (8) of Section 6.01 will no longer constitute Events an Event of Default or otherwise apply and (y) with respect to the Guarantors, if any, of Notes. If the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Company exercises either its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor will be released and the release, termination and/or discharge relieved of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicableany obligations under its Subsidiary Guarantee.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 12.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and apply, (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and dischargeddischarged and (z) all Liens securing the Secured Notes Obligations under the Security Documents shall be automatically be released. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and Issuer may at any time, at the option of its Board of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, elect to have either Section 8.02(b) or (c) be applied all of its Obligations discharged with respect to all the series of Outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) and all Obligations of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be Guarantors discharged from all of with respect to their obligations under the Notes, the Guarantees, if any, and this Indenture Note Guarantees (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survivefor: (1i) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and or interest or premium, if any, and interest on the on, such Notes when such payments are duedue from the trust referred to in Section 11.2(c); (2ii) the CompanyIssuer’s obligations Obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments on the Notesheld in trust; (3iii) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the CompanyIssuer’s obligations and the Guarantors’ Obligations in connection therewith; and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c)11.2. (cb) Upon The Issuer may, at its option and at any time, elect to have the Company’s exercise under Section 8.02(a) Obligations of the option under this Section 8.02(c), the Company Issuer and the Guarantors, if any, shall be Guarantors released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on with respect to the date that the applicable conditions Obligations set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”)Sections 3.3, 3.4, 7.1 through 7.13, 7.15 and on or after that date the foregoing covenants 7.16 hereof and agreements shall no longer apply, each Guarantor’s Obligation under its Guarantee and the Notes shall be deemed not to be outstanding for purposes of thereafter any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision those covenants shall not constitute a Default or Event of Default under this Indenturewith respect to the Notes. On and after In the date that event Covenant Defeasance occurs, the events set forth under Section 8.1(a)(iii), (x) the Events of Default described in clauses iv), (1v), (vi), (viii) and (2ix) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change hereof shall no longer constitute an Event of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except Default with respect to Companythe Notes. (c) and clause The following shall be the conditions to the application of Section 11.2(a) or (6b) any Outstanding Notes: (i) The Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the first paragraph Holders, Cash in U.S. dollars, non-callable Government Obligations, or a combination of Section 6.01 will no longer constitute Events Cash in U.S. dollars and non-callable Government Obligations, in amounts as shall be sufficient, in the opinion of Default a nationally recognized investment bank, appraisal firm or otherwise apply firm of independent public accountants, to pay the principal of, or interest and (y) the Guarantorspremium, if any, on, the Outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date; (ii) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (2) 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, the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be automatically released from all 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; (iii) in the case of their obligations under their Guarantees Covenant Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and this Indenture shall 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 Guarantees will be automatically released, terminated and discharged.Covenant Defeasance had not occurred; (div) Subject no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to compliance with Section 8.02(bbe applied to such deposit and the grant of any Lien securing such borrowing) and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c), the Trustee, upon request shall execute proper instruments acknowledging v) such Legal Defeasance or Covenant Defeasance and shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the release, termination and/or discharge Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (vi) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the instrumentsIssuer with the intent of defeating, agreements hindering, delaying or defrauding any creditors of the Issuer or others; and (vii) the Issuer must deliver to the Trustee an Officers’ Certificate and other provisions referred an Opinion of Counsel, each stating that all conditions precedent relating to in such the Legal Defeasance or the Covenant Defeasance have been complied with. (d) The Collateral shall be automatically released from the Lien securing the Notes upon a Legal Defeasance or Covenant Defeasance. (e) Section 8.02(b) or (c), as applicable4.2 of the Base Indenture shall not apply to the Notes.

Legal Defeasance and Covenant Defeasance. 96 -88- (a) The Company may, at its option and by Board Resolution of the Board of Directors of the Company, at any time, elect to have either Section 8.02(bparagraph (b) or (c) below be applied to the all outstanding Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s 's exercise under Section 8.02(aparagraph (a) hereof of the option under applicable to this Section 8.02(bparagraph (b), the Company and the GuarantorsGuarantors shall, if any, shall be discharged from all subject to the satisfaction of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall 8.03, be deemed to have been satisfieddischarged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default"Legal Defeasance"). Such For this purpose, Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding "outstanding" only for the purposes of Section 8.04 and the provisions other Sections of this Indenture referred to in clauses (1i) through and (4ii) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from to have satisfied all of its other obligations under such Notes and this Indenture (and the NotesTrustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), and Holders of the Notes 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 or Guarantor Senior Debt under Article Ten or Eleven, as the case may be, or otherwise, except that for the following provisions of this Indenture provisions, which shall survive: survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of outstanding Notes to receive, receive solely from the trust fund described in clause (1) of the first paragraph of Section 8.038.04, and as more fully set forth in such Section, payments in respect of the principal of, and of premium, if any, and interest on the Notes when such payments are due; , (2ii) the Company’s 's obligations with respect to the Notes concerning issuing temporary Notesunder Article Two and Section 4.02, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3iii) the rights, powers, trust, duties and immunities of the Trustee and the Company’s 's obligations in connection therewith; and therewith and (4iv) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminateEight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02(bparagraph (b) notwithstanding the prior exercise of its option under Section 8.01(c)paragraph (c) hereof. (c) Upon the Company’s 's exercise under Section 8.02(aparagraph (a) hereof of the option under applicable to this Section 8.02(cparagraph (c), the Company and shall, subject to the Guarantors, if any, shall be released and discharged from all satisfaction of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been 8.03, be released from its obligations under the covenants contained in Sections 4.10 through 4.19 and Article Five with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (“hereinafter, "Covenant Defeasance”"), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be 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 any such covenants or agreementscovenants, but shall continue to be deemed outstanding "outstanding" for all other purposes hereunderhereunder (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 shall cease to be subject to any obligations to, and or the rights of, any holder of Senior Debt or Guarantor Senior Debt under Article Ten or Eleven or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control OfferSection 6.01(3), clause (3) (solely insofar but, except as it relates to specified above, the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) remainder of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will Notes shall be automatically releasedunaffected thereby. In addition, terminated and discharged. upon the Company's exercise under paragraph (da) Subject hereof of the option applicable to compliance with Section 8.02(b) or this paragraph (c), subject to the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge satisfaction of the instruments, agreements and other provisions referred to conditions set forth in such Section 8.02(b) or (cSections 6.01(3), as applicable6.01(4), 6.01(5), 6.01(8) and 8.03 shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and at any time, elect to have either Section 8.02(b) or (c) be applied to the Notes upon compliance with the conditions set forth in Section 8.03. (b) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(b), the Company and the Guarantors, if any, shall be discharged from all of their obligations under the Notes, the Guarantees, if any, and this Indenture (“Legal Defeasance”) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied, and on or after that date any omission to comply with any such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes (which shall thereafter be deemed to be outstanding only for purposes of the provisions of this Indenture referred to in clauses (1) through (4) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company shall be released from all of its other obligations under this Indenture and the Notes, except that the following provisions of this Indenture shall survive: (1) the rights of Holders to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, payments in respect of the principal of, and premium, if any, and interest on the Notes when such payments are due; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments on the Notes; (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and (4) the provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.01(c). (c) Upon the Company’s exercise under Section 8.02(a) of the option under this Section 8.02(c), the Company and the Guarantors, if any, shall be released and discharged from all of their covenants and agreements under Sections 4.06 through 4.10, inclusive, and clauses (2) and (4) of Section 5.01(a) on the date that the applicable conditions set forth in Section 8.03 shall have been satisfied (“Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall be deemed not to be outstanding for purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreements, but shall continue to be deemed outstanding for all other purposes hereunder, and the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c), whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision or by reason of any reference in any such Section, clause or other provision to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or Event of Default under this Indenture. On and after the date that Covenant Defeasance occurs, (x) the Events of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will be automatically released, terminated and discharged. (d) Subject to compliance with Section 8.02(b) or (c), the Trustee, upon request shall execute proper instruments acknowledging such Legal Defeasance or Covenant Defeasance and the release, termination and/or discharge of the instruments, agreements and other provisions referred to in such Section 8.02(b) or (c), as applicable.Article

Legal Defeasance and Covenant Defeasance. (a) The Company may, at its option and may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02(bclause (b) or clause (c) below be applied to the outstanding Notes upon compliance with the applicable conditions set forth in Section 8.03clause (d). (b) Upon the Company’s ’ exercise under Section 8.02(aclause (a) of the option under applicable to this Section 8.02(bclause (b), the Company and the Guarantors, if any, Guarantors shall be deemed to have been released and discharged from all of their obligations under with respect to the outstanding Notes, the Guarantees, if any, Note Guarantees and this Indenture (“Legal Defeasance”) the Collateral Documents on the date that the applicable conditions set forth in Section 8.03 shall have been satisfiedbelow are satisfied (hereinafter, and on or after that date any omission to comply with any “Legal Defeasance”). For this purpose, such obligations shall no longer constitute a Default or Event of Default. Such Legal Defeasance shall mean means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes (Notes, which shall thereafter be deemed to be outstanding “outstanding” only for the purposes of the provisions of Sections and matters under this Indenture referred to in clauses (1) through and (42) below), the Guarantors, if any, shall be released from all of their obligations under this Indenture and their Guarantees of the Notes, and the Company and the Guarantors shall be released from deemed to have satisfied all of its their other obligations under such Notes and this Indenture Indenture, the Note Guarantees and the NotesCollateral Documents, except that for the following provisions of this Indenture which shall survivesurvive until otherwise terminated or discharged hereunder: (1) the rights of Holders holders of outstanding Notes to receive, solely from the trust fund described in clause (1) of the first paragraph of Section 8.03, receive payments in respect of the principal of, and interest, premium, if any, and interest on the Additional Interest, if any, on, such Notes when such payments are duedue from the trust referred to below; (2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments on the Notesheld in trust; (3) the rights, powers, trusttrusts, duties and immunities of the Trustee Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and (4) the Legal Defeasance and Covenant Defeasance provisions of this Section 8.02, Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3VIII. On and after the date of Legal Defeasance, payment of the Notes may not be accelerated because of an Event of Default and, upon such Legal Defeasance, the Guarantees, if any, of the Notes and all obligations of the Guarantors under this Indenture and the Guarantees shall automatically terminate. Subject to compliance with this Article 8, the The Company may exercise its option under this Section 8.02(bclause (b) notwithstanding the prior exercise of its their option under Section 8.01(c)clause (c) below with respect to the Notes. (c) Upon the Company’s ’ exercise under Section 8.02(aclause (a) of the option under applicable to this Section 8.02(cclause (c), the Company and the GuarantorsGuarantors shall, if anysubject to the satisfaction of the conditions set forth in clause (d) below, shall be released and discharged from all of their covenants and agreements obligations under Sections 4.06 4.04 through 4.104.06, inclusive, Sections 4.08 through 4.23 and clauses (2Section 5.01(a)(4) with respect to the outstanding Notes on and (4) of Section 5.01(a) on after the date that the applicable conditions set forth in Section 8.03 shall have been below are satisfied (hereinafter, “Covenant Defeasance”), and on or after that date the foregoing covenants and agreements shall no longer apply, and the Notes shall thereafter be deemed not to be outstanding not “outstanding” for purposes the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenants or agreementscovenants, but shall continue to be deemed outstanding “outstanding” for all other purposes hereunderhereunder (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 and Note Guarantees, the Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition, obligation condition or limitation set forth in any of the Sections, clauses and other provisions set forth above in this Section 8.02(c)such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section, clause or other provision covenant or by reason of any reference in any such Section, clause or other provision covenant to any other Section, clause or provision herein or in any other document and such omission to comply with any covenant or agreement set forth in any such Section, clause or other provision shall not constitute a Default or an Event of Default under this Indenture. On and after Section 6.01, but, except as specified above, the date that Covenant Defeasance occurs, (x) the Events remainder of Default described in clauses (1) and (2) (solely insofar as such clauses relate to any failure to pay amounts due in connection with a Change of Control Offer), clause (3) (solely insofar as it relates to the covenants and agreements as to which Covenant Defeasance has occurred), clause (4), clause (5) (except with respect to Company) and clause (6) of the first paragraph of Section 6.01 will no longer constitute Events of Default or otherwise apply and (y) the Guarantors, if any, of the Notes shall be automatically released from all of their obligations under their Guarantees of the Notes and this Indenture and such Guarantees will Notes shall be automatically releasedunaffected thereby. In addition, terminated upon the Company’s exercise under clause (a) hereof of the option applicable to this clause (c), subject to the satisfaction of the conditions set forth in clause (d) below, Sections 6.01(3) (solely as such section pertains to Sections 4.08 through 4.12 and dischargedSection 5.01(a)(4)), and Sections 6.01(4) through Section 6.01(8) (solely as such section pertains to Sections 4.04 through 4.06 and Sections 4.13 through 4.23) shall not constitute Events of Default. (d) Subject The following shall be the conditions to compliance with Section 8.02(bapplication of either clause (b) or clause (c), ) above to the outstanding Notes: (1) the Company must irrevocably deposit with the Trustee, upon request shall execute proper instruments acknowledging in trust, for the benefit of the holders of the Notes, U.S. Legal Tender, U.S. Government Obligations, or a combination of U.S. Legal Tender and U.S. Government Obligations, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and interest, premium, if any, and Additional Interest, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel 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 will confirm that, the holders of the 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; (3) in the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel confirming 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; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (5) such Legal Defeasance or Covenant Defeasance and will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the releaseCompany or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, termination and/or discharge hindering, delaying or defrauding any creditors of the instrumentsCompany or others; and (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, agreements each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.01(d)(2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and other provisions referred to in such Section 8.02(b) payable or (c)y) 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, as applicableand at the expense, of the Company. In the event all or any portion of the Notes 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.