Common use of Legal Defeasance and Covenant Defeasance Clause in Contracts

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its optionoption by Board Resolution of the Board of Directors of the Issuer, at any time, elect to have either Section 8.1(bsubsection (b) or (c) of this Section 8.02 be applied to all Outstanding Notes outstanding Securities upon compliance with the conditions set forth in Section 8.28.03. (b) Upon the Issuer’s exercise under Section 8.1(asubsection (a) hereof of the option applicable to this clause subsection (b), the Issuer and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.28.03, be deemed to have been discharged from its obligations with respect to all Outstanding Notes outstanding Securities on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notesoutstanding Securities, which shall thereafter be deemed to be Outstanding “outstanding” only for the purposes of Section 8.3 hereof 8.04 and the other sections Sections of this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations, except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes outstanding Securities to receive solely from the trust fund described in Section 8.38.04, and as more fully set forth in Section 2.4 such Section, payments in respect of the principal of, premium, if any, of and interest on such Notes Securities when such payments are due, , (ii) the Issuer’s obligations with respect to such Notes Securities under Article II Sections 2.05, 2.06, 2.07, 2.08 and Section 3.2 hereof, 4.02, (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder under this Indenture and the Issuer’s obligations in connection therewith, and (iv) this Article VIII8. Subject to compliance with this Article VIIISection 8.02, the Issuer may exercise its option under this clause subsection (b) notwithstanding the prior exercise of its option under Section 8.1(csubsection (c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(asubsection (a) hereof of the option applicable to this clause subsection (c), the Issuer and the Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.28.03, be released from its obligations their Obligations under the covenants contained in Sections 3.44.03, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) 4.04 and 4.1(b) hereof 4.12 through 4.18 and Article 5 with respect to the then Outstanding Notes outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not Outstanding “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed Outstanding outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations. For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notesoutstanding Securities, the Issuer and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a6.01(c)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under subsection (a) hereof of the option applicable to this subsection (c), subject to the satisfaction of the conditions set forth in Section 8.03, Sections 6.01(c), 6.01(d), 6.01(e) and 6.01(h) shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) be of this Section 8.1 applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(iv)(b)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the IssuerCompany’s exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.9 through 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(aand 4.1(a)(iii) and 4.1(b(iv) hereof and with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)Sections 4.1, 6.1(a)(iii), clause (iv) of Section 6.1(a) or clause ), (v), (vi), (viii) of Section 6.1(a) hereofand 6.2, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (cSection 8.1(c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its optionoption by Board Resolution of the Board of Directors, at any time, elect to have either Section 8.1(bparagraph (b) or (c) below be applied to all Outstanding outstanding Notes upon compliance with the conditions set forth in Section 8.28.3. (b) Upon the IssuerCompany’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), each of the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.28.3, be deemed to have been discharged from its obligations with respect to all Outstanding outstanding Notes on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding outstanding Notes, which shall thereafter be deemed to be Outstanding “outstanding” only for the purposes of Section 8.3 8.4 hereof and the other sections Sections of this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding outstanding Notes to receive solely from the trust fund described in Section 8.38.4 hereof, and as more fully set forth in Section 2.4 such Section, payments in respect of the principal of, premium, if any, of and interest on such Notes when and to the extent such payments are due, , (ii) the IssuerCompany’s obligations with respect to such Notes under Article II and Section 3.2 4.2 hereof, , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and including Section 7.7 hereof and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereof. (c) Upon the IssuerCompany’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), each of Holdings, the Issuer Company and the Guarantors shall, subject to the satisfaction of the applicable conditions set forth in Section 8.28.3 hereof, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) 4.8 through 4.14 and 4.1(b) Sections 4.16 through 4.18 and Articles V and X hereof with respect to the then Outstanding outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding outstanding Notes, the Issuer Company and its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a6.1(c) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. 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 8.3 hereof, Sections 6.1(c) and 6.1(e) shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under 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, 3.23, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.223.22 , 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) of this Section 8.1 be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have paid and been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(b)) are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due, (ii) the Issuer’s Company's obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) 3.8 to 3.18 and 4.1(b) hereof 4.1 with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause Section 6.1(3) to (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a6)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (cSection 8.1(c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its optionoption by Board Resolution of the Board of Directors of the Company, at any time, elect to have either Section 8.1(bparagraph (b) or (c) below be applied to all Outstanding Notes outstanding Securities upon compliance with the conditions set forth in Section 8.28.3. (b) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.28.3, be deemed to have been discharged from its obligations with respect to all Outstanding Notes outstanding Securities on the date all of the conditions conditions-set forth in Section 8.2 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notesoutstanding Securities, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 8.4 hereof and the other sections Sections of this Indenture referred to in subclause (i) or through (iiiv) of this clause (b)below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for and the following provisions, which provisions shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes outstanding Securities to receive solely from the trust fund described in Section 8.3Sections 8.3 and 8.4 hereof, and as more fully set forth in Section 2.4 such Sections, payments in respect of the principal of, of (and premium, if any, on) and interest on such Notes Securities when such payments are due, , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article II and Section 3.2 4.13 hereof, , (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and therewith and (iv) this Article VIII. The Holders of the Securities and any amounts deposited under Section 8.3 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness or Guarantor Senior Indebtedness under Article X or otherwise. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereof. (c) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2section 8.3 hereof, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) 4.2 through 4.12 and 4.1(b) Article V hereof with respect to the then Outstanding Notes outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes Securities shall thereafter be deemed not Outstanding "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding deemed "outstanding" for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed Outstanding outstanding for accounting purposes)) and Holders of the Securities and any amounts deposited under Sections 8.3 and 8.4 hereof shall cease to be subject to any obligations to, or the rights of, any holder of Senior Indebtedness under Article X or otherwise. For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notesoutstanding Securities, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by any reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a6.1(3) hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) of this Section 8.1 be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rightsrights (including indemnity rights under Section 7.7), powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the IssuerCompany’s exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections the covenants contained in Section 3.4, Section 3.5, Section 3.7, Section 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) Section 3.9 and 4.1(b) hereof Section 4.1 with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause Section 6.1(c), (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (iid) or (iii) of Section 4.1(af)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(B)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause (bSection 8.1(b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premiumpremium (including Additional Interest), if any, and interest (including Additional Interest, if any) on such Notes when such payments are due, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof). (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) below be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2.8.3. ----------- (b) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.28.3, be deemed to have been ----------- discharged from its obligations Obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 8.4 hereof and the other sections Sections of this Indenture ----------- referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations Obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.38.4 hereof, and as more fully set forth in such Section 2.4 8.4, payments in ----------- ----------- respect of the principal of, premium, if any, and interest on such Notes when such payments are due, , (ii) the Issuer’s Company's obligations with respect to such Notes under Article II and Section 3.2 hereof, , (iii) the rights, powers, trusts, ----------- duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and therewith and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereof. (c) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.28.3 hereof, be released from ----------- its obligations under the covenants contained in Sections 3.4, 3.5, 3.8-3.6, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) -3.21 and 4.1(b---------------- -------- 4.1(a)(ii) hereof with respect to the then Outstanding Notes on and after the date ---------- the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) clauses of Section 6.1(a) 6.1(c)-(f), (solely with respect to any failure to perform under or comply with clause (iii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(aj) hereof, but, except as specified ----------------------- --- above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, Section 3.21, Section 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section ‎Section 8.1(b) or (c‎Section 8.1(c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section ‎Section 8.2. (b) Upon the Issuer’s exercise under Section ‎Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section ‎Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section ‎Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section ‎Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section ‎Section 8.3, and as more fully set forth in Section ‎Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article ‎Article II and Section ‎Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article ‎Article VIII. Subject to compliance with this Article ‎Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section ‎Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) below be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2.8.3. ----------- (b) Upon the Issuer’s Issuers' exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.28.3, be deemed to have been ----------- discharged from its obligations their Obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 8.4 hereof and the other sections Sections of this Indenture ----------- referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its their other obligations Obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.38.4 hereof, and as more fully set forth in such Section 2.4 8.4, payments in ----------- ----------- respect of the principal of, premium, if any, and interest on such Notes when such payments are due, , (ii) the Issuer’s Issuers' obligations with respect to such Notes under Article II and Section 3.2 hereof, , (iii) the rights, powers, trusts, ----------- duties and immunities of the Trustee hereunder and the Issuer’s Issuers' obligations in connection therewith, and therewith and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Issuers may exercise its their option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereof. (c) Upon the Issuer’s Issuers' exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer Issuers shall, subject to the satisfaction of the applicable conditions set forth in Section 8.28.3 hereof, be released from its obligations ----------- their Obligations under the covenants contained in Sections 3.4, 3.5, 3.8-3.6, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) -3.21 ---------------- -------- and 4.1(b4.1(a)(ii) hereof with respect to the then Outstanding Notes on and after the ---------- date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) clauses of Section 6.1(a) 6.1(c)-(f), (solely with respect to any failure to perform under or comply with clause (iii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(aj) hereof, but, except as specified above, the ----------------------- --- remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(B)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause (bSection 8.1(b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premiumpremium (including Additional Amounts), if any, and interest on such Notes when such payments are due, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof). (c) Upon the IssuerCompany’s exercise under Section 8.1(a) hereof of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections the covenants contained in Section 3.4, Section 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, Sections 3.8 through 3.22, 4.1(aclauses (2) and (4) of Section 4.1(a), Sections 4.1(b) and (c) and Section 10.7 hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause Sections 6.1(a)(3), (iii) of Section 6.1(a4), (5) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)the covenants that are released upon a Covenant Defeasance), clause (iv6), (7) of Section 6.1(a) or clause and (v) of Section 6.1(a9) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) be of this Section 8.1 applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(iv)(b)) are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s Company's obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.8 through 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(aand 4.1(a)(iii) and 4.1(b(iv) hereof and with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)Sections 4.1, 6.1(a)(iii), clause (iv) of Section 6.1(a) or clause ), (v), (vi), (viii) of Section 6.1(a) hereofand 6.2, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its optionoption by Board Resolution, at any time, with respect to the Securities, elect to have either Section 8.1(bparagraph (b) or paragraph (c) below be applied to all Outstanding Notes the outstanding Securities upon compliance with the conditions set forth in Section 8.2paragraph (d). (b) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) of the option applicable to this clause paragraph (b), the Issuer shall, subject to the satisfaction each of the conditions set forth in Section 8.2, Company and the Guarantors shall be deemed to have been released and discharged from its obligations with respect to all Outstanding Notes the outstanding Securities and Guarantees on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance such legal defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the then Outstanding Notesoutstanding Securities, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 hereof paragraph (e) below and the other sections Sections of and matters under this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its their other obligations under such Notes Securities and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes outstanding Securities to receive solely from the trust fund described in Section 8.3, paragraph (d) below and as more fully set forth in Section 2.4 such paragraph, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due, , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article II Sections 2.3, 2.6, 2.7. and 4.2, and, with respect to the Trustee, under Section 3.2 hereof, 7.7, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIIISection 8.2. In addition, for this purpose, such legal defeasance means that the Guarantors shall be deemed to have discharged and satisfied their obligations under the Guarantees (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same). Subject to compliance with this Article VIIISection 8.2, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereofbelow with respect to the Securities. (c) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer shall, subject to Company and the satisfaction of the applicable conditions set forth in Section 8.2, Guarantors shall be released and discharged from its their obligations under any covenant contained in Article V and in Sections 3.44.4 through 4.22, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”"covenant defeasance"), and the Notes Securities shall thereafter be deemed to be not Outstanding "outstanding" for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenantsSections, but shall continue to be Outstanding deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance covenant defeasance means that, with respect to the then Outstanding Notesoutstanding Securities, the Issuer Company and each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof6.1, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. 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 8.2(d) below, those events described in Section 6.1 (except those events described in 6.1 (a), (b), (k) and (l) shall no longer be applicable. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Securities (unless indicated otherwise below): (i) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Section 8.2 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) cash in United States dollars in an amount, or (B) U.S. Government Obligations that through the scheduled payment of principal of, premium, if any, and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of an Independent Financial Adviser expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge principal of, premium, if any, and interest on the outstanding Securities (except lost, stolen or destroyed Securities which have been replaced or paid) on the Maturity Date or the applicable Redemption Date, as the case may be, of such principal or installment of principal, premium, if any, or interest in accordance with the terms of this Indenture and of such Securities; provided, however, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Company instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (ii) no Default or Event of Default or event with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 6.1(k) and (l) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iii) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it is bound; (iv) in the case of an election under paragraph (b) above, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such legal defeasance and will be subject to 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; (v) in the case of an election under paragraph (c) above, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (vi) in the case of an election under either paragraph (b) or (c) above, an Opinion of Counsel to the effect that, (x) the trust funds will not be subject to any rights of any other holders of Indebtedness of the Company, and (y) after the 91st day following the deposit (or such longer period as may be provided in an applicable state Bankruptcy Law), the trust funds will not be subject to the effect of any applicable Bankruptcy Law; and (vii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to paragraph (d) above or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. (e) In the event of a legal defeasance or covenant defeasance, all rights of the Trustee and the Holders in and to the Collateral under the Security Documents shall be released, except those related to the deposit in paragraph (d) above.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its optionoption by Board Resolution of the Board of Directors of the Company, at any time, elect to have either Section 8.1(bparagraph (b) or (c) below be applied to all Outstanding Notes outstanding Securities upon compliance with the conditions set forth in Section 8.28.3. (b) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.28.3, be deemed to have been discharged from its obligations with respect to all Outstanding Notes outstanding Securities on the date all of the conditions conditions-set forth in Section 8.2 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notesoutstanding Securities, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 8.4 hereof and the other sections Sections of this Indenture referred to in subclause (i) or through (iiiv) of this clause (b)below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for and the following provisions, which provisions shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes outstanding Securities to receive solely from the trust fund described in Section 8.3Sections 8.3 and 8.4 hereof, and as more fully set forth in Section 2.4 such Sections, payments in respect of the principal of, of (and premium, if any, on) and interest on such Notes Securities when such payments are due, , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) be of this Section 8.1 applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(b)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, premium and interest on such Notes when such payments are due, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II Sections 2.3, 2.5, 2.7, 2.8, 2.9 and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the IssuerCompany’s exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a3.8 through 3.19 and Article IV (except Sections 4.1(a)(1) and 4.1(b(4)) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a6.1(a)(3) (solely except with respect to any failure to perform under or comply with clause Sections 4.1(a)(1) and (ii4)), (4), (5), (6), (7) or (iii) of Section 4.1(a9)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its optionoption by Board Resolutions of the Board of Directors of the Issuer, at any time, elect to have either Section 8.1(bclause (b) or (c) be of this Section 8.2 applied to all Outstanding Notes outstanding Securities upon compliance with the conditions set forth in Section 8.28.3. (b) Upon the Issuer’s exercise under Section 8.1(aclause (a) above of the option applicable to this clause (b), the Issuer and each other Subsidiary Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.3 and the conditions set forth in this Section 8.2, be deemed to have been discharged from its obligations their respective Note Obligations with respect to all Outstanding Notes outstanding Securities and the corresponding Note Guarantees on the date all that is 123 days after the date of the conditions set forth deposit referred to in Section 8.2 are satisfied 8.3(i) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notesoutstanding Securities, which shall thereafter be deemed to be Outstanding “outstanding” only for the purposes of Section 8.3 hereof 8.4 and the other sections Sections of this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes outstanding Securities to receive solely from the trust fund described in Section 8.38.4, and as more fully set forth in Section 2.4 such Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due, , (ii) the Issuer’s obligations with respect to such Notes Securities under Article II and Section 3.2 hereof, 4.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and therewith and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(cclause (c) hereofbelow. (c) Upon the Issuer’s exercise under Section 8.1(aclause (a) hereof above of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.3 and the conditions set forth in this Section 8.2, (i) the Issuer shall be released from its obligations obligations, if any, under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a4.3 and 4.4 and Sections 4.12 through 4.18 and clause (ii) and 4.1(bof Section 5.1(c) hereof with respect to the then Outstanding Notes outstanding Securities, (ii) the occurrence of an event specified in any of Sections 6.1(3) (to the extent pertaining to a default under or breach of the provisions of clause (ii) of Section 5.1(c)), 6.1(4) (to the extent pertaining to a default under or breach of the covenants contained in Sections 4.3 and 4.4 and Sections 4.12 through 4.18), 6.1(5) and 6.6(6) shall not be deemed to be an Event of Default, and (iii) each Subsidiary Guarantor will be released from all of its obligations with respect to its Note Guaranty, in each case on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities shall thereafter be deemed not Outstanding “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with any such covenantsSection, clause or Note Guaranty, but shall continue to be Outstanding deemed “outstanding” for all other purposes hereunder (it being understood that such Notes Securities shall not be deemed Outstanding outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notesoutstanding Securities, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantSection, clause or Note Guaranty, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant Section, clause or Note Guaranty or by reason of any reference in any such covenant Section, clause or Note Guaranty to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereofDefault, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer and the Guarantor may, at its option, their option and at any time, elect to have either Section 8.1(b8.01(b) or (cSection 8.01(c) below be applied to all Outstanding the outstanding Notes upon compliance with the applicable conditions set forth in Section 8.28.01(d). (b) Upon the Issuer’s and the Guarantor’s exercise under Section 8.1(a8.01(a) of the option applicable to this clause (bSection 8.01(b), the Issuer shall, subject to and the satisfaction of the conditions set forth in Section 8.2, Guarantor shall be deemed to have been released and discharged from its their obligations with respect to all Outstanding the outstanding Notes and the Guarantee on the date all of the applicable conditions set forth in Section 8.2 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding outstanding Notes, which shall thereafter be deemed to be Outstanding “outstanding” only for the purposes of Section 8.3 hereof the Sections and the other sections of matters under this Indenture referred to in subclause clauses (i) or ), (ii) of this clause and (b)iii) below, and the Issuer and the Guarantor shall be deemed to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)Guarantee, except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding outstanding Notes to receive solely from the trust fund described in Section 8.3, 8.01(d) and as more fully set forth in Section 2.4 such clause, payments in respect of the principal of, of and premium, if any, interest and interest Additional Amounts, if any, on such Notes when such payments are due, , (ii) the Issuer’s obligations listed in Section 8.03, subject to compliance with respect to such Notes under Article II this Section 8.01 and Section 3.2 hereof, (iii) the rights, powers, truststrust, duties and immunities of the Trustee hereunder and Agents and the Issuer’s obligations obligation of the Issuer in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the The Issuer may exercise its option under this clause (bSection 8.01(b) notwithstanding the prior exercise of its option under Section 8.1(c8.01(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof below with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, Section 3.21, 3.22, 4.1(a) and Section 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then then-Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then then-Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then then-Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) be of this Section 8.1 applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(iv)(b)) are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, , (ii) the Issuer’s Company's obligations with respect to such Notes under Article II and Section 3.2 hereof, 3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof. 8.1. 65 -87- (c) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.8 through 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(aand 4.1(a)(iii) and 4.1(b(iv) hereof and with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)Sections 4.1, 6.1(a)(iii), clause (iv) of Section 6.1(a) or clause ), (v), (vi), (viii) of Section 6.1(a) hereofand 6.2, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(b)) are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s Company's obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.8 through 3.19, 3.20and 4.1(a)(2), 3.21, 3.22, 4.1(a(3) and 4.1(b(4) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company, its Restricted Subsidiaries and the Note Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)6.1(a)(3), clause (iv) of Section 6.1(a) or clause 4), (v) of Section 6.1(a) hereof5), (6), (8) and 6.2, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its optionoption by Board Resolution, at any time, with respect to the Securities, elect to have either Section 8.1(bparagraph (b) or paragraph (c) be ), as set forth below , applied to all Outstanding Notes the outstanding Securities upon compliance with the conditions set forth in Section 8.2paragraph (d). (b) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) of the option applicable to this clause paragraph (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, Company shall be deemed to have been be released and discharged from its obligations with respect to all Outstanding Notes the outstanding Securities on the date all of the conditions set forth in Section 8.2 paragraph (d) below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance such legal defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the then Outstanding Notesoutstanding Securities, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 hereof paragraph (e) below and the other sections Sections of and matters under this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes outstanding Securities to receive solely from the trust fund described in Section 8.3, paragraph (d) below and as more fully set forth in Section 2.4 such paragraph, payments in respect of the principal of, premium, if any, Principal of and interest on such Notes Securities when such payments are due, , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article II Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.02, 7.07, 7.08, 8.03, 8.04 and Section 3.2 hereof, 8.05, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations in connection therewith, and (iv) this Article VIIISection 8.02. Subject to compliance with this Article VIIISection 8.02, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereofbelow with respect to the Securities. (c) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, Company shall be released and discharged from its obligations under any covenant contained in Article V and in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof 4.10 through 4.16 with respect to the then Outstanding Notes outstanding Securities on and after the date the conditions set forth in paragraph (d) below are satisfied (hereinafter, “Covenant Defeasance”"covenant defeasance"), and the Notes Securities shall thereafter be deemed to be not Outstanding "outstanding" for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance covenant defeasance means that, with respect to the then Outstanding Notesoutstanding Securities, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Securities: (i) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Section 8.02 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) U.S. Legal Tender in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal of and interest in respect thereof in accordance with their terms will provide (without giving effect to the reinvestment of any interest thereon), not later than one (1) day before the due date of any payment, U.S. Legal Tender in an amount, or (C) a combination thereof, sufficient, in the opinion of a firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge Principal of and interest, on the outstanding Securities on the Maturity Date of such Principal or installment of Principal or interest in accordance with the terms of this Indenture and of such Securities; provided, however, that the Trustee (or other qualifying trustee) shall have received an irrevocable Company Order instructing the Trustee (or other qualifying trustee) to apply such U.S. Legal Tender or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (ii) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, in so far as Sections 6.01(viii) and (ix) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (iii) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound; (iv) in the case of an election under paragraph (b) above, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such legal defeasance and will be subject to 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; (v) in the case of an election under paragraph (c) above, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (vi) in the case of an election under either paragraph (b) or (c) above, an Opinion of Counsel to the effect that, (x) the trust funds will not be subject to any rights of any other holders of any other Indebtedness of the Company after the 91st day following the deposit, and (y) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Bankruptcy Law; (vii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (A) all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with; and (B) if any other Indebtedness of the Company (including, without limitation, the Senior Indebtedness) shall then be outstanding, such legal defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; and (viii) 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 of the Securities over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (e) All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this paragraph (e), the "Trustee") pursuant to paragraph (d) above in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of Principal, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to paragraph (d) above or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything in this Section 8.02 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request, in writing, by the Company any money or U.S. Government Obligations held by it as provided in paragraph (d) above which, in the opinion of a firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its optionoption by Board Resolution of the Board of Directors of the Issuer, at any time, elect to have either Section 8.1(bparagraph (b) or (c) be below applied to all Outstanding outstanding Notes upon compliance with the conditions set forth in Section 8.28.03. (b) Upon the Issuer’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.28.03, be deemed to have been discharged from its their obligations with respect to all Outstanding outstanding Notes on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding outstanding Notes, which shall thereafter be deemed to be Outstanding “outstanding” only for the purposes of Section 8.3 8.04 hereof and the other sections Sections of this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding outstanding Notes to receive receive, solely from the trust fund described in Section 8.38.04 hereof, and as more fully set forth in such Section 2.4 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due,; (ii) the Issuer’s obligations with respect to such Notes under Article II Two and Section 3.2 4.02 hereof,; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, ; and (iv) this Article VIIIEight. Subject to compliance with this Article VIIIEight, the Issuer may exercise its option under this clause (bSection 8.02(b) notwithstanding the prior exercise of its option under Section 8.1(c8.02(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.28.03 hereof, be released from its obligations under the covenants contained in Sections 3.44.02 through 4.15, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(athe limitations contained in Section 5.01(a)(3) and 4.1(bSection 6.01(5), (6) hereof and (7) (but in the case of Section 6.01(6) and (7), with respect only to Subsidiary Guarantors and Significant Subsidiaries), with respect to the then Outstanding outstanding Notes on and after the date the conditions set forth below in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(5), (6), (7) and (8) (but, in the case of Sections 6.01(6) and (7), with respect only to Subsidiary Guarantors and Significant Subsidiaries) or because of the failure of the Issuer to comply with Section 5.01(a)(3). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to its Guaranty simultaneously with the exercise of either such option.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) of this Section 8.1 be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(b)) are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, premium and interest on such Notes when such payments are due, (ii) the Issuer’s Company's obligations with respect to such Notes under Article II Sections 2.3, 2.5, 2.8, 2.9, 2.10, 2.11 and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a3.8 through 3.18 and Article IV (except Section 4.1(a)(1) and 4.1(b(4)) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely 6.1(a)(3)(except with respect to any failure to perform under or comply with clause Section 4.1(a)(1) and (ii4)), (4), (5), (6), (7) or (iii) of Section 4.1(a9)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(B)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause (bSection 8.1(b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii2) the IssuerCompany’s obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv4) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof). (c) Upon the IssuerCompany’s exercise under Section 8.1(a) hereof of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections the covenants contained in Section 3.4, Section 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, Sections 3.8 through 3.22, 4.1(aclauses (2) and (4) of Section 4.1(a), Sections 4.1(b) and (c) and Section 10.7 hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause Sections 6.1(a)(3), (iii) of Section 6.1(a4), (5) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)the covenants that are released upon a Covenant Defeasance), clause (iv6), (7) of Section 6.1(a) or clause and (v) of Section 6.1(a9) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(d)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause (iSection 8.1(b)(i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are duedue from the trust described in Section 8.3 below, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II Sections 2.3, 2.4, 2.8, 2.9 and 2.10 and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv) the legal Defeasance provisions of this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its their option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) of this Section 8.1 be applied to all Outstanding Notes of any series upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s Issuers' exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its their obligations with respect to all Outstanding Notes of such series and the Note Guarantees thereof on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(b)) are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Issuers and the Note Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding NotesNotes of such series and the Note Guarantees thereof, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its their other obligations under such Notes of such series and the Note Guarantees thereof and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, of and interest on such Notes when such payments are due, (ii) the Issuer’s Issuers' obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers' obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIIIand Sections 8.3, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof8.5 and 8. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, option by Board Resolution at any time, with respect to the Notes, elect to have either Section 8.1(bparagraph (b) or paragraph (c) below be applied to all Outstanding the outstanding Notes upon compliance with the conditions set forth in Section 8.2paragraph (d). (b) Upon the Issuer’s 's exercise under Section 8.1(aparagraph (a) of the option applicable to this clause paragraph (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, shall be deemed to have been released and discharged from its obligations with respect to all Outstanding the outstanding Notes on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “"Legal Defeasance”"). Notwithstanding anything else in this Section 9.02, such discharge will not occur prior to the end of the six-month period specified in paragraph (d)(iii) below or, if applicable, until the end of the one-year period specified in clause (2) of paragraph (d)(x) below. For this purpose, Legal Defeasance legal defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the then Outstanding outstanding Notes, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 hereof paragraph (e) below and the other sections Sections of and matters under this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding outstanding Notes to receive solely from the trust fund described in Section 8.3, paragraph (d) below and as more fully set forth in Section 2.4 such paragraph, payments in respect of the principal of, premium, if any, and interest on on, such Notes when such payments are due, , (ii) the Issuer’s 's obligations with respect to such Notes under Article II VI and Section 3.2 hereof, Sections 2.02, 2.03, 2.06, 2.07, 2.08 and 4.02 and, with respect to the Trustee, under Sections 8.07 and 8.08, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIIISection 9.02 and Sections 9.01, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof9.03, 9.04 and 9. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(bparagraph (b) or (c) of this Section 8.1 be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) 8.1 of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(b)) are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause paragraph (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premium, if any, premium and interest on such Notes when such payments are due, (ii) the Issuer’s Company's obligations with respect to such Notes under Article II Sections 2.3, 2.9, 2.10, and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) of this Section 8.1(c) hereof8.1. (c) Upon the Issuer’s Company's exercise under paragraph (a) of this Section 8.1(a) hereof 8.1 of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under the covenants contained in Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a3.8 through 3.18 and Article IV (except Section 4.1(a)(1) and 4.1(b(4)) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “"Covenant Defeasance”"), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause Section 6.1(a)(3), (iii) of Section 6.1(a) 4), (solely with respect to any failure to perform under or comply with clause 5), (ii6), (7) or (iii) of Section 4.1(a9)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Issuers may, at its option, their option and at any time, elect to have either Section 8.1(bparagraph (b) or (c) below be applied to all Outstanding outstanding Notes upon compliance with the conditions set forth in Section 8.28.03. (b) Upon the Issuer’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer and the Co-Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.28.03, be deemed to have been discharged from its their obligations with respect to all Outstanding outstanding Notes on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding outstanding Notes, which shall thereafter be deemed to be Outstanding “outstanding” only for the purposes of Section 8.3 8.04 hereof and the other sections Sections of this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions, provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding outstanding Notes to receive receive, solely from the trust fund described in Section 8.38.04 hereof, and as more fully set forth in such Section 2.4 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due,; (ii) the Issuer’s Issuers obligations with respect to such Notes under Article II Two and Section 3.2 4.02 hereof,; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ obligations in connection therewith, ; and (iv) this Article VIIIEight. Subject to compliance with this Article VIIIEight, the Issuer may exercise its option under this clause (bSection 8.02(b) notwithstanding the prior exercise of its option under Section 8.1(c8.02(c) hereof. (c) Upon the Issuer’s Issuers’ exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer Issuers shall, subject to the satisfaction of the applicable conditions set forth in Section 8.28.03 hereof, be released from its their respective obligations under the covenants contained in Sections 3.44.03 (other than with respect to the legal existence of the Issuers), 3.54.04, 3.84.05, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a4.07 and 4.09 through 4.24 and clause (3) and 4.1(bof Section 5.01(a) hereof with respect to the then Outstanding outstanding Notes on and after the date the conditions set forth below in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding outstanding Notes, the Issuer Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03 hereof, clauses (3), (4), (5), (6) and (7) of Section 6.01 hereof shall not constitute Events of Default.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2, elect to have either Section 8.1(b) or Section 8.1(c) applied to its obligations with respect to all Outstanding Notes. (b) Upon the IssuerCompany’s exercise under Section 8.1(a) of the option applicable to under this clause (bSection 8.1(b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been paid and discharged from its obligations with respect to all the entire Debt represented by the Outstanding Notes on the date all of ninety first (91st) day after the conditions set forth deposit specified in Section 8.2 are satisfied 8.2(a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause clause (i) or (ii) of this clause (bSection 8.1(b), and the Company shall have been deemed to have satisfied all its other obligations under such Notes and this Indenture hereunder (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.38.2(a) below, and as more fully set forth in Section 2.4 such section, payments in respect of the principal of, premium, if any, and interest on such the Notes when such payments are due, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II concerning issuing temporary Notes, registration of transfer and Section 3.2 hereofexchange Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments, (iii) the rights, powers, trusts, duties duties, immunities and immunities indemnities of the Trustee as described in Article VII and hereunder and the Issuer’s obligations of the Company in connection therewith, and (iv) this Article VIIISection 8.1. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause (bSection 8.1(b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof). (c) Upon the IssuerCompany’s exercise under Section 8.1(a) hereof of the option applicable to under this clause (cSection 8.1(c), the Issuer shallCompany shall be, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released and discharged from its their obligations under Sections 3.4Section 3.6, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) Section 3.7 and 4.1(b) hereof Section 3.8 and thereafter any failure to comply with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied such obligations will not constitute a Default or Event of Default (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)6.1(a)(iii), clause (iv) of Section 6.1(a) or clause and (v) of Section 6.1(a) hereof(but only to the extent applicable to any Subsidiary), but, except as specified above, the remainder of this Indenture hereof and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its optionoption by a Board Resolution, at any time, with respect to Securities of any Series, elect to have either Section 8.1(bparagraph (b) or paragraph (c) below be applied to all Outstanding Notes the outstanding Securities of such series upon compliance with the conditions set forth in Section 8.2paragraph (d). (b) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) of the option applicable to this clause paragraph (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, Company shall be deemed to have been released and discharged from its obligations with respect to all Outstanding Notes the outstanding Securities of such series on the date all of the conditions set forth in Section 8.2 below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance legal defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the then Outstanding Notesoutstanding Securities of such series, which shall thereafter be deemed to be Outstanding "outstanding" only for the purposes of Section 8.3 hereof 8.04 and the other sections Sections of and matters under this Indenture referred to in subclause (i) or and (ii) of this clause (b)below, and to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: : (i) the rights of Holders of Outstanding Notes outstanding Securities of such series to receive solely from the trust fund described in Section 8.3, paragraph (d) below and as more fully set forth in Section 2.4 such paragraph, payments in respect of the principal of, premium, if any, Principal of and interest on such Notes Securities when such payments are due, , (ii) the Issuer’s Company's obligations with respect to such Notes Securities under Article II Sections 2.02, 2.03, 2.05, 2.06, 2.07 and Section 3.2 hereof, 4.06 and, with respect to the Trustee, under Sections 7.07 and 7.08, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIIISection 8.02 and Sections 8.04, 8.05, 8.06 and 8.07. Subject to compliance with this Article VIIISection 8.02, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(cparagraph (c) hereofbelow with respect to such Securities. (c) Upon the Issuer’s Company's exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, Company shall be released and discharged from its obligations under any covenant contained in Sections 3.44.02 through 4.05 and from the operation of Sections 6.01(5), 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a6.01(6) and 4.1(b6.01(7) hereof (except for obligations mandated by the TIA) with respect to the then Outstanding Notes outstanding Securities of such series on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”"covenant defeasance"), and the Notes such Securities shall thereafter be deemed to be not Outstanding "outstanding" for the purposes purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenantscovenants and provisions, but shall continue to be Outstanding deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance covenant defeasance means that, with respect to the then Outstanding Notesoutstanding Securities of such series, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with any such covenant shall not constitute a Default or an Event or of Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a6.01(3)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes Securities shall be unaffected thereby. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Securities of any series: (i) the Company shall irrevocably have deposited or caused to be deposited with the Trustee funds in cash and/or U.S. Government Obligations sufficient without reinvestment thereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge not later than one day before the due date of any such payments, and which shall be applied by the Trustee to pay and discharge when due, Principal of and interest on the Securities of such series to Stated Maturity or redemption, as the case may be, not theretofore delivered to the Trustee for cancellation; PROVIDED that in order to have money available on a payment date to pay Principal or interest on the Securities of such series, the U.S. Government Obligations shall be payable as to principal and interest on or before such payment date in such amounts as will provide the necessary money; (ii) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (which may be based on an Internal Revenue Service ruling) to the effect that the Holders of the outstanding Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit and legal defeasance or covenant defeasance, as the case may be, and will be subject to United States Federal income tax 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 or covenant defeasance had not occurred; and (iii) such deposit, legal defeasance or covenant defeasance, as the case may be, and discharge will not cause the Securities of such series to be delisted from any securities exchange on which they are listed.

Legal Defeasance and Covenant Defeasance. (a) The Issuer Company may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the IssuerCompany’s exercise under Section 8.1(aparagraph (a) hereof of the option applicable to this clause paragraph (b), the Issuer Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 (including Section 8.2(4)(B)) are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections Sections of this Indenture referred to in subclause clause (i) or (ii) of this clause (bSection 8.1(b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 8.3, payments in respect of the principal of, premiumpremium (including Additional Amounts), if any, and interest on such Notes when such payments are due, (ii) the IssuerCompany’s obligations with respect to such Notes under Article II and Section 3.2 hereof3.2, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer Company may exercise its option under this clause paragraph (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof). (c) Upon the IssuerCompany’s exercise under Section 8.1(a) hereof of the option applicable to this clause paragraph (c), the Issuer Company shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections the covenants contained in Section 3.4, Section 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, Sections 3.8 through 3.22, 4.1(aclauses (2) and (4) of Section 4.1(a), Sections 4.1(b) and (c) and Section 10.7 hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause Sections 6.1(a)(3), (iii) of Section 6.1(a4), (5) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)the covenants that are released upon a Covenant Defeasance), clause (iv6), (7) of Section 6.1(a) or clause and (v) of Section 6.1(a9) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

Legal Defeasance and Covenant Defeasance. (a) The Issuer may, at its option, at any time, elect to have either Section 8.1(b) or (c) be applied to all Outstanding Notes upon compliance with the conditions set forth in Section 8.2. (b) Upon the Issuer’s exercise under Section 8.1(a) of the option applicable to this clause (b), the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have been discharged from its obligations with respect to all Outstanding Notes on the date all of the conditions set forth in Section 8.2 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the then Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of Section 8.3 hereof and the other sections of this Indenture referred to in subclause (i) or (ii) of this clause (b), and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.3, and as more fully set forth in Section 2.4 payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (ii) the Issuer’s obligations with respect to such Notes under Article II and Section 3.2 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith, and (iv) this Article VIII. Subject to compliance with this Article VIII, the Issuer may exercise its option under this clause (b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) Upon the Issuer’s exercise under Section 8.1(a) hereof of the option applicable to this clause (c), the Issuer shall, subject to the satisfaction of the applicable conditions set forth in Section 8.2, be released from its obligations under Sections 3.4, 3.5, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 4.1(a) and 4.1(b) hereof with respect to the then Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the then Outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default under clause (iii) of Section 6.1(a) (solely with respect to any failure to perform under or comply with clause (ii) or (iii) of Section 4.1(a)), clause (iv) of Section 6.1(a) or clause (v) of Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.in