Common use of Legal Defeasance and Discharge Clause in Contracts

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) 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 such instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise by the Company under Section 8.01 hereof 12.01 of the option applicable to this Section 8.0212.02, the Issuer will, subject Company shall be deemed to have been discharged from any and all Obligations with respect to all Outstanding Notes (and any Subsidiary Guarantor will be discharged from any and all Obligations in respect of its Subsidiary Guarantee) on the satisfaction date which is the 123rd day after the deposit referred to in Section 12.04(a); provided that all of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below 12.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer will Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) belowof this Section 12.02, 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 12.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2ii) the provisions obligations of the Company with respect to such Notes under Sections 2.031.06, 2.06 3.03, 3.04, 3.05, 3.06, 3.13, 4.01, 4.02, 4.03 and 2.07; 12.05 hereof, and (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 7.08 hereof, and the Issuer’s obligations of the Company in connection therewith; and (4) therewith and with this Article 812. Subject to compliance with this Article 812, the Issuer Company may exercise its option under this Section 8.02 12.02 notwithstanding the prior exercise of its option under Section 8.03 hereof12.03 hereof with respect to the Notes.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Company shall be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due from due, or on the trust referred to in Section 8.04 hereof; redemption date, as the case may be, (2b) the provisions of Company's obligations with respect to such Notes under Sections 2.032.05, 2.06 2.07, 2.08, 2.10, 2.11 and 2.07; 4.02, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereofwith respect to the Notes.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company and the Guarantors will, subject to the satisfaction of the applicable conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2b) the provisions of Company’s obligations with respect to such Notes under Article II and Sections 2.03, 2.06 4.01 and 2.074.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and (4d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuer Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) belowof this Section 8.02(a), 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof8.04; (2) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. . (b) Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1Sections 8.02(a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interestinterest or premium, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2b) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. (a) Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 Company’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof 1301 of the option applicable to this Section 8.021302, each of the Issuer will, subject to and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from its respective obligations with respect to all outstanding Outstanding Notes on the date the conditions set forth below in Section 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuer will and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 1305 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1) the rights of Holders of outstanding Outstanding Notes to receive payments in respect of the principal of, premium onof (and premium, if any, or interest, if any, on) and interest on such Notes when such payments are due from due, solely out of the trust referred to described in Section 8.04 hereof; 1304, (2) the provisions of Issuer’s obligations with respect to such Notes under Sections 2.03304, 2.06 305, 306, 1002 and 2.07; 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations of each of the Guarantors and the Issuer in connection therewith; and therewith and (4) this Article 8Thirteen. Subject to compliance with this Article 8Thirteen, the Issuer may exercise its option under this Section 8.02 1302 notwithstanding the prior exercise of its option under Section 8.03 hereof1303 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0212.02, the Issuer and the Guarantor will, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantor will be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding NotesNotes and Guarantees, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its their other obligations under such Notes Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium onand Additional Interest, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 12.04 hereof; (2b) the provisions of Sections 2.03Issuer’s obligations with respect to such Notes under Section 2.06, 2.06 and 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.06(b), 4.07, 4.11, 5.01, 5.03 and, if the Notes will be paid on a Redemption Date, Article 3; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantor’s obligations in connection therewith; and (4d) this Article 812. Subject to compliance with this Article 812, the Issuer may exercise its option under this Section 8.02 12.02 notwithstanding the prior exercise of its option under Section 8.03 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise by the Issuers under Section 8.01 hereof 12.01 of the option applicable to this Section 8.0212.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Issuers shall be deemed to have been discharged from its obligations any and all Obligations with respect to all outstanding Outstanding Notes (and any Subsidiary Guarantor will be discharged from any and all Obligations in respect of its Subsidiary Guarantee) on the date which is the 123rd day after the deposit referred to in Section 12.04(a); provided that all of the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) belowof this Section 12.02, 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 12.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest and Liquidated Damages on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2ii) the provisions obligations of the Issuers with respect to such Notes under Sections 1.06, 2.03, 2.06 3.03, 3.04, 3.05, 3.06, 3.13, 3.14, 4.01, 4.02, 4.03 and 2.07; 12.05 hereof, (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 7.08 hereof, and the Issuer’s obligations of the Issuers in connection therewith; and (4) therewith and with this Article 812. Subject to compliance with this Article 812, the Issuer Issuers may exercise its their option under this Section 8.02 12.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof12.03 hereof with respect to the Notes.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers will be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) 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 IssuerIssuers, shall execute such instruments reasonably requested by the Issuer Issuers acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 Issuers’ obligations with respect to such Notes under Article II and 2.07Section 4.02 hereof; (3) the rights, powers, trusts, duties duties, immunities and immunities indemnities of the Trustee hereunder and the Issuer’s Collateral Trustee, and the Issuers’ obligations in connection therewith; and (4) this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuer Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from its obligations with respect to all outstanding Notes Securities on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesSecurities, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes Securityholders to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes Securities when such payments are due from the trust referred to in Section 8.04 hereof; due, (2b) the provisions of Issuer's obligations with respect to such Securities under Sections 2.032.04, 2.06 2.06, 2.07, 2.10 and 2.07; 4.02, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s 's obligations in connection therewith; and therewith and (4d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereofwith respect to the Securities.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, except as set forth below, the Issuer will, subject to and the satisfaction of the conditions set forth in Section 8.04 hereof, Note Guarantor shall be deemed to have been discharged from its obligations their respective Obligations with respect to all outstanding Notes and the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purposeFollowing such Legal Defeasance, Legal Defeasance means that (a) the Issuer will shall be deemed to have paid and discharged the entire indebtedness represented by outstanding hereunder, and this Indenture shall cease to be of further effect as to all outstanding Notes and Guarantee, (b) the outstanding Notes, which will thereafter Issuer and the Note Guarantor shall be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other of their respective obligations under such Notes and the Notes, the Guarantee, this Indenture and the Security Documents (and the TrusteeTrustee or Collateral Agent, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due from the trust referred to described in Section 8.04 8.05 hereof; (2) the provisions of Issuer’s obligations under Sections 2.032.04, 2.06 2.06, 2.07, 2.10, 4.02, 8.05, 8.06 and 2.07;8.07 hereof; and (3) the rights, powers, trusts, duties and immunities of the Trustee or Collateral Agent hereunder and the Issuer’s and the Note Guarantor’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with the provisions of this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s DIMAC Holdings's exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuer will, subject to the satisfaction of the conditions except as set forth in Section 8.04 hereofbelow, DIMAC Holdings shall be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purposeFollowing such Legal Defeasance, Legal Defeasance means that the Issuer will (a) DIMAC Holdings shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding hereunder, and this Indenture shall cease to be of further effect as to all outstanding Notes, which will thereafter and (b) DIMAC Holdings shall be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all other of its other obligations under such the Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerDIMAC Holdings, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interestand interest (and Liquidated Damages, if any, ) on such Notes when such payments are due from the trust referred to described in Section 8.04 hereof8.5; (2b) the provisions of DIMAC Holdings's obligations under Sections 2.032.4, 2.06 2.6, 2.7, 2.10, 4.2, 8.5, 8.6 and 2.07;8.7; and (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s DIMAC Holdings's obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s AirGate's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer willAirGate shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer will AirGate shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerAirGate, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 8.4(a); (b) AirGate's obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; ; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3c) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and the Issuer’s 8.7 hereof and AirGate's obligations in connection therewith; and therewith and (4d) the provisions of this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuer AirGate may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, except as set forth below, the Issuer will, subject to Issuers and the satisfaction of the conditions set forth in Section 8.04 hereof, Subsidiary Guarantors shall be deemed to have been discharged from its their respective obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purposeFollowing such Legal Defeasance, Legal Defeasance means that (a) the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness represented by outstanding hereunder, and this Indenture shall cease to be of further effect as to all outstanding Notes and Subsidiary Guarantees, and (b) the outstanding Notes, which will thereafter Issuers and the Subsidiary Guarantors shall be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other of their respective obligations under such Notes the Notes, the Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interestand interest (and Liquidated Damages, if any, ) on such Notes when such payments are due from the trust referred to described in Section 8.04 hereof8.5; (2ii) the provisions of Issuers' obligations under Sections 2.032.4, 2.06 2.6, 2.7, 2.10, 4.2, 8.5, 8.6 and 2.07;8.7; and (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers' and the Subsidiary Guarantors' obligations in connection therewith; and (4) this Article 8. Subject to compliance with the provisions of this Article 8VIII, the Issuer Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the Guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes (including the Note Guarantees), and the Liens with respect to the Notes released, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors, if any, will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes (including the Note Guarantees) and the Liens with respect to the Notes released, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or and interest, if any, on on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and Notes Collateral Agent hereunder, and the Issuer’s and the Guarantors’, if any, obligations in connection therewiththerewith (including, without limitation, those contained in Article 7 hereof); and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. Notwithstanding anything to the contrary contained herein, the Issuer’s and the Guarantors’ obligations under Section 7.07 shall survive a Legal Defeasance.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willCompany and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all Notes and Subsidiary Guarantees then outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer will Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes outstanding, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their respective other obligations under such Notes and Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal ofamount, premium onpremium, if any, or interestand interest and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 8.04(a); (2b) the provisions of Company's obligations with respect to such Notes under Sections 2.03, 2.06 2.04, 2.05, 2.06, 2.07, 2.10, 4.02 and 2.07; 4.03 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under provisions of this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.02.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 8.1(a) hereof of the option applicable to this Section 8.028.2 with respect to the Notes, the Issuer will, subject to Issuers and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from its their obligations with respect to all outstanding Notes and Guarantees with respect to the Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) belowof this Section 8.2, 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 IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interestand interest and Liquidated Damages, if any, on such Notes when such payments are due due, solely from amounts deposited with the trust referred to Trustee, as provided in Section 8.04 8.4 hereof; , (2ii) the provisions of Issuers' and the Guarantors' obligations with respect to the Notes under Sections 2.032.3, 2.06 2.4, 2.5, 2.6, 2.7, 2.10 and 2.07; 4.2 hereof, (3iii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Issuer’s Issuers' obligations in connection therewith; and therewith and (4iv) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) 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 IssuerIssuers, shall execute such instruments requested by the Issuer Issuers acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under of its option to have this Section 8.01 hereof 8.02 applied to the outstanding Notes, each of the option applicable to this Section 8.02, Issuer and the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantor shall be deemed to have been discharged from its obligations with respect to all outstanding the Notes and the Guarantee, respectively, as provided in this Section 8.02 on and after the date the conditions set forth below in Section 8.04 hereof are satisfied (hereinafter, hereinafter called “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness represented by such Notes, and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) belowGuarantee, and to have satisfied all its their other obligations under such Notes Notes, the Guarantee and this Indenture insofar as such Notes or Guarantee, as the case may be, are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for subject to the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding such Notes to receive receive, solely from the trust fund described in Section 8.04 hereof and as more fully set forth in such Section 8.04 payments in respect of the principal of, premium on, if any, or interest, if any, of and interest on such Notes when such payments are due from due; (b) the trust referred Issuer’s obligations with respect to in Section 8.04 such Notes under Sections 2.05, 2.06, 2.08, 4.02 and 4.03 hereof; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder under this Indenture and the Issuer’s obligations in connection therewith; (d) Article III hereof; and (4e) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereofVIII.

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) belowof this Section 8.02(a), 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 such proper instruments requested by the Issuer acknowledging the same), 149 except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof8.04; (2) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. . (b) Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the above option applicable to this Section 8.021302, the Issuer will, subject to Parent and the satisfaction of the conditions set forth in Section 8.04 hereof, Issuers shall be deemed to have been discharged from its their obligations with respect to all outstanding Outstanding Notes on the date the conditions set forth below in Section 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding such Outstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 1305 and the other Sections of this Indenture referred to in clauses (1i) and through (2iv) belowof this paragraph, and to have satisfied all of its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute such instruments reasonably requested by the Issuer Issuers acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding such Outstanding Notes to receive receive, solely from the trust fund described in Section 1304 and as more fully set forth in this Article Thirteen, payments in respect of the principal of, premium onof (and premium, if any, or interest, if any, ) and interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due; (2ii) the provisions obligations of the Parent, the Issuers and the Trustee with respect to such Notes under Sections 2.03304, 2.06 305, 310, 1002 and 2.07; 1003; (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers' obligations in connection therewithwith respect thereto; and and (4iv) this Article 8Thirteen. Subject to compliance with this Article 8, the Issuer The Issuers may exercise its their option under this Section 8.02 1302 notwithstanding the prior exercise of its their option under Section 8.03 hereof1303 with respect to such Note.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willIssuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from its their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such the Notes when such payments are due from the trust referred to in Section 8.04 hereofdue; (2b) the provisions Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of Sections 2.03such Notes, 2.06 mutilated, destroyed, lost or stolen Notes and 2.07the maintenance of an office or agency for payment and money for security payments held in trust; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewithTrustee; and (4d) this Article 8Section 8.02. Subject to compliance with this Article 8, the Issuer Issuers may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0212.02, the Issuer and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes and Note Guarantees, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations Obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1Sections 8.02(a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interestinterest or premium, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2b) the provisions of Sections 2.03, 2.06 Issuer’s Obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations Obligations in connection therewith; and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise by the Issuers under Section 8.01 hereof 12.01 of the option applicable to this Section 8.0212.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Issuers shall be deemed to have been discharged from its obligations any and all Obligations with respect to all outstanding Outstanding Notes (and any Subsidiary Guarantor will be discharged from any and all Obligations in respect of its Subsidiary Guarantee) on the date which is the 123rd day after the deposit referred to in Section 12.04(a); provided that all of the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) belowof this Section 12.02, 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 12.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2ii) the provisions obligations of the Issuers with respect to such Notes under Sections 1.06, 2.03, 2.06 3.03, 3.04, 3.05, 3.06, 3.13, 3.14, 4.01, 4.02, 4.03 and 2.07; 12.05 hereof, (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 7.08 hereof, and the Issuer’s obligations of the Issuers in connection therewith; and (4) therewith and with this Article 812. Subject to compliance with this Article 812, the Issuer Issuers may exercise its their option under this Section 8.02 12.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof12.03 hereof with respect to the Notes.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes (including the Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company and the Guarantors will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its of their other obligations under such Notes Notes, the Guarantees and this Indenture (and the TrusteeTrustee or Agent, on written demand of and at the expense of the IssuerCompany, shall execute such instruments reasonably requested by the Issuer Company acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interestinterest and Liquidated Damages, if any, on on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2b) the provisions of Company’s obligations with respect to the Notes under Article 2 and Sections 2.03, 2.06 4.01 and 2.074.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Obligors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) 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 such proper instruments requested by the Issuer acknowledging the same, including the release of the Collateral), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onMake-Whole Amounts, if any, or interest, if any, on on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this First Supplemental Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its other obligations under such Notes and this First Supplemental Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such the Notes when such payments are due from solely out of the trust created pursuant to this First Supplemental Indenture referred to in Section 8.04 hereof; (2b) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (4d) this Article 8Section 8.02. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise by Issuer under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its the obligations of the Issuer with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onor premium, if any, or interestinterest and Special Interest and Additional Amounts, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due; (2ii) the provisions of Sections 2.03, 2.06 Issuer's obligations with respect to such Notes under Article II and 2.07; Section 4.02 hereof; (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s 's obligations in connection therewith; and and (4iv) this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willCompany and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer will Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2b) the provisions of Company's obligations with respect to such Notes under Sections 2.02, 2.03, 2.06 2.04, 2.05, 2.06, 2.07, 2.10 and 2.07; 2.12 and Section 4.02 hereof, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2b) the provisions of Sections 2.03Issuer's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2.06 and 2.07; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s 's obligations in connection therewith; and therewith and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof 13.01 of the option applicable to this Section 8.0213.02, each of the Issuer will, subject to and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from its respective obligations with respect to all outstanding Outstanding Notes on the date the conditions set forth below in Section 13.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuer will and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 13.05 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1) the rights of Holders of outstanding Outstanding Notes to receive payments in respect of the principal of, premium onof (and premium, if any, or interest, if any, on) and interest on such Notes when such payments are due from due, solely out of the trust referred to described in Section 8.04 hereof; 13.03, (2) the provisions of Issuer’s obligations with respect to such Notes under Sections 2.033.03, 2.06 3.04, 3.05, 3.06, 10.02 and 2.07; 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations of each of the Guarantors and the Issuer in connection therewith; and therewith and (4) this Article 8Thirteen. Subject to compliance with this Article 8Thirteen, the Issuer may exercise its option under this Section 8.02 13.02 notwithstanding the prior exercise of its option under Section 8.03 hereof13.03 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from its obligations with respect to all outstanding Notes and this Indenture on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness debt represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive receive, payments in respect of the principal amount of, premium onpremium, if any, or and interest, if any, any on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 8.04(l), (2b) the provisions of Issuer’s obligations with respect to such Notes under Sections 2.02, 2.03, 2.06 2.04, 2.05, 2.06, 2.07, 2.10 and 2.07; 4.02, (3c) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including under Section 7.06, 8.05 and 8.07 and the Issuer’s obligations in connection therewith; and (4d) the Issuer’s rights pursuant to Section 3.07; and (e) the provisions of this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willCompany and the Guarantors, subject to the satisfaction of the conditions set forth in Section 8.04 hereofif any, shall be deemed to have been discharged from its their obligations with respect to all outstanding Notes and Subsidiary Guarantees thereof, if any, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) belowof this Section 8.02, 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due solely from amounts deposited with the trust referred to Trustee as provided in Section 8.04 hereof; , (2ii) the provisions of Company's and the Guarantors' obligations with respect to the Notes under Sections 2.032.04, 2.06 2.05, 2.06, 2.07, 2.08, 2.11 and 2.07; 4.02 hereof, (3iii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (4iv) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.50 57

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its of their other obligations under such Notes Notes, the Note Guarantees, and this Indenture (and the Trustee, on written demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, premium onpremium, if any, or and interest, if any, on such the Notes when such payments are due from solely out of the trust referred to in Section 8.04 8.4 hereof; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; with respect to the Notes under Article II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 8.1(a) hereof of the option applicable to this Section 8.028.2 with respect to the Notes of a particular series, the Issuer will, subject to Issuers and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from its their obligations with respect to all outstanding Notes of such series and Guarantees with respect to the Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes of the affected series, which will shall thereafter be deemed to be “outstanding” outstanding only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) belowof this Section 8.2, and to have satisfied all its their other obligations under such Notes and this Indenture with respect to such series (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Notes of such series to receive payments in respect of the principal of, premium onpremium, if any, or interestand interest and Liquidated Damages, if any, on such Notes when such payments are due due, solely from amounts deposited with the trust referred to Trustee, as provided in Section 8.04 8.4 hereof; , (2ii) the provisions Issuers' and the Guarantors' obligations with respect to the Notes of such series under Sections 2.032.3, 2.06 2.4, 2.5, 2.6, 2.7, 2.10 and 2.07; 4.2 hereof, (3iii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Issuer’s Issuers' obligations in connection therewith; and therewith and (4iv) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the above option applicable to this Section 8.0213.2, the Issuer will, subject to and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from its their obligations with respect to all outstanding Outstanding Notes on the date the conditions set forth below in Section 13.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding such Outstanding Notes, which will shall thereafter be deemed to be “outstanding” Outstanding only for the purposes of Section 8.05 hereof 13.5 and the other Sections of this Indenture referred to in clauses (1i) and through (2iv) belowof this paragraph, and to have satisfied all of its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding such Outstanding Notes to receive receive, solely from the trust fund described in Section 13.4 and as more fully set forth in this Article XIII, payments in respect of the principal of, premium onof (and premium, if any, or interest, if any, ) and interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due; (2ii) the provisions obligations of the Guarantors, the Issuer and the Trustee with respect to such Notes under Sections 2.033.4, 2.06 3.5, 3.10, 10.2 and 2.07; 10.3; (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewithwith respect thereto; and and (4iv) this Article 8XIII. Subject to compliance with this Article 8, the The Issuer may exercise its option under this Section 8.02 13.2 notwithstanding the prior exercise of its option under Section 8.03 hereof13.3 with respect to such Note.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 4.01 hereof of the option applicable to this Section 8.024.02, the Issuer will, subject to the satisfaction each of the conditions set forth in Section 8.04 hereof, Issuers shall be deemed to have been discharged from its obligations with respect to all outstanding Outstanding Notes on the date the conditions set forth below in Section 4.04 hereof are satisfied (hereinafter, “Legal Defeasancelegal defeasance”). For this purpose, Legal Defeasance legal defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 4.05 hereof and the other Sections of the Original Indenture and this Seventh Supplemental Indenture referred to in clauses (1A) and (2B) below, and to have satisfied all its of their other obligations under such Notes and this Seventh Supplemental Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1A) the rights of Holders of outstanding Outstanding Notes to receive receive, solely from the trust fund described in Section 4.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium onand premium, if any, or interest, if any, and interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2B) the provisions Issuers’ obligations with respect to such Notes under Sections 3.05, 3.06, 3.07, 6.02, 6.06(b) and 9.06 of Sections 2.03the Original Indenture, 2.06 and 2.07; (3C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4D) this Article 84. Subject to compliance with this Article 84, the Issuer Issuers may exercise its their option under this Section 8.02 4.02 notwithstanding the prior exercise of its their option under Section 8.03 4.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 7.01 hereof of the option applicable to this Section 8.027.02, the Issuer willCompany shall, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer will Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 7.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on the written demand of and at the expense of the IssuerCompany, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 7.05 hereof; , (2ii) the provisions of Sections 2.03Company's obligations with respect to the Notes under Article II and Section 3.02 hereof, 2.06 and 2.07; (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s Company's obligations in connection therewith; and , and (4iv) this Article 8VII. Subject to compliance with this Article 8VII, the Issuer Company may exercise its option under this Section 8.02 7.02 notwithstanding the prior exercise of its option under Section 8.03 hereof7.03.

Legal Defeasance and Discharge. Upon the Issuer’s Authority's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Authority will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Authority will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) 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 IssuerAuthority, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium on, if any, or interestand Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 Authority's obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Authority's obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer Authority may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the Guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes (including the Note Guarantees), and the Liens with respect to the Notes released, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors, if any, will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes (including the Note Guarantees) and the Liens with respect to the Notes released, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or and interest, if any, on on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Notes Collateral Agent hereunder, and the Issuer’s and the Guarantors’, if any, obligations in connection therewiththerewith (including, without limitation, those contained in Article 7 hereof); and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. Notwithstanding anything to the contrary contained herein, the Issuer’s and the Guarantors’ obligations under Section 7.07 shall survive a Legal Defeasance.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willIssuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of of, and at the expense of of, the IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interestand interest on, if any, on such the Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2b) the provisions of Sections 2.03Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2.06 and 2.07; (3c) the rights, powers, truststrust, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s Issuers’ obligations in connection therewith; and , and (4d) the provisions of this Article 88 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Issuer Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company will, subject to the satisfaction of the applicable conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes of such Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding NotesNotes of such Series, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes of such Series to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes of such Series when such payments are due from the trust referred to in Section 8.04 hereof; (2b) the provisions of Company’s obligations with respect to such Notes under Article II and Sections 2.03, 2.06 4.01 and 2.074.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and (4d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuer Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof 1301 of the option applicable to this Section 8.021302, each of the Issuer will, subject to and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from its respective obligations with respect to all outstanding Outstanding Notes on the date the conditions set forth below in Section 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuer will and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 1305 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1) the rights of Holders of outstanding Outstanding Notes to receive payments in respect of the principal of, premium onof (and premium, if any, or interest, if any, on) and interest on such Notes when such payments are due from due, solely out of the trust referred to described in Section 8.04 hereof; 1304, (2) the provisions of Issuer’s obligations with respect to such Notes under Sections 2.03303, 2.06 304, 305, 1002 and 2.07; 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including Section 607), and the Issuer’s obligations of each of the Issuer and the Guarantors in connection therewith; and therewith and (4) this Article 8Thirteen. Subject to compliance with this Article 8Thirteen, the Issuer may exercise its option under this Section 8.02 1302 notwithstanding the prior exercise of its option under Section 8.03 hereof1303 with respect to the Notes.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer Company will, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes of such Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding NotesNotes of such Series, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 8.4 hereof; (2b) the provisions of Sections 2.03, 2.06 Company’s obligations with respect to such Notes under Article 2 and 2.07Section 4.2 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interestinterest and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2b) the provisions of Sections 2.03Issuer's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2.06 and 2.07; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s 's obligations in connection therewith; and therewith and (4d) this Article 8. Subject to compliance with this Article 8Eight, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willand the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed (i) to have been discharged from its their obligations with respect to this Indenture, the Collateral Documents, all outstanding Notes and the Guarantees, (ii) to have the Liens on the Collateral securing the Notes released and (iii) to have cured all then existing Events of Default, in each case, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their other obligations under such the Notes and this Indenture including that of the Guarantors and to have cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunderunder this Indenture: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such the Notes when such payments are due from solely out of the trust referred created pursuant to in Section 8.04 hereof8.05 and the Notes; (2b) the provisions of Issuer’s obligations pursuant to Sections 2.03, 2.06 2.04, 2.07, 2.08, 2.10 and 2.074.02 and the Notes; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under provisions of this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.8.02

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0212.02, the Issuer will, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their other obligations under such Notes Notes, and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium on, if any, or interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 12.04 hereof; (2b) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4d) this Article 812. Subject to compliance with this Article 812, the Issuer may exercise its option under this Section 8.02 12.02 notwithstanding the prior exercise of its option under Section 8.03 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s AirGate's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer willAirGate shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer will AirGate shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerAirGate, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 8.4(a); (b) AirGate's obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; ; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and the Issuer’s 8.7 hereof and AirGate's obligations in connection therewith; and therewith and (4d) the provisions of this Article 8VIII. Subject to compliance with this Article 8VIII, the Issuer AirGate may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willshall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1Sections 8.02(a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interestinterest or premium, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2b) the provisions of Sections 2.03, 2.06 Issuer’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.. ASIA 33616188 65

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes of such Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes of such Series, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onor interest or premium, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2b) the provisions of Sections 2.03, 2.06 Company’s obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s obligations in connection therewith; and (4d) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willIssuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) 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 IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium and premium, interest and Liquidated Damages (if any) on, if any, or interest, if any, on such the Notes when such payments are due from the trust referred to in Section 8.04 hereof; , (2ii) the provisions of Sections 2.03Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2.06 and 2.07; (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s Issuers' obligations in connection therewith; and therewith and (4iv) this Article 8. Subject to compliance with this Article 8, the Issuer Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes (including the Note Guarantees, if any) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Issuers and the Guarantors, if any, will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding NotesNotes (including the Note Guarantees, if any), which will thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees, if any, and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium onor Liquidated Damages, if any, or intereston, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 Issuers' obligations with respect to such Notes under Article 2 and 2.07Section 4.02 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willIssuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its all of their obligations with respect to all outstanding Notes and this Indenture on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1a) and (2b) 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 such proper instruments requested by the Issuer acknowledging the same), except for ; provided that the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest and Additional Interest on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; due, (2b) the provisions of Sections 2.03Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2.06 and 2.07; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ obligations in connection therewith; and therewith and (4d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Issuer Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof ‎Section 13.01 of the option applicable to this Section 8.02‎Section 13.02, each of the Issuer will, subject to and the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantors shall be deemed to have been discharged from its respective obligations with respect to all outstanding Outstanding Notes on the date the conditions set forth below in ‎Section 13.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuer will and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Outstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof ‎Section 13.05 and the other Sections of this Indenture referred to in clauses (1i) and (2ii) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Outstanding Notes to receive payments in respect of the principal of, premium onof (and premium, if any, or interest, if any, on) and interest on such Notes when such payments are due from due, solely out of the trust referred to described in Section 8.04 hereof; ‎Section 13.04, (2ii) the provisions of Issuer’s obligations with respect to such Notes under Sections 2.03‎3.04, 2.06 ‎3.05, ‎3.06, ‎10.02 and 2.07; ‎10.03, (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s obligations of each of the Guarantors and the Issuer in connection therewith; and therewith and (4iv) this Article 8‎Article 13. Subject to compliance with this Article 8‎Article 13, the Issuer may exercise its option under this Section 8.02 ‎Section 13.02 notwithstanding the prior exercise of its option under Section 8.03 hereof‎Section 13.03 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer willCompany and the Guarantors, subject to the satisfaction of the conditions set forth in Section 8.04 hereofif any, shall be deemed to have been discharged from its their obligations with respect to all outstanding Notes and Subsidiary Guarantees thereof, if any, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Issuer will Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the outstanding Notes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1i) and (2ii) belowof this Section 8.02, 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 such proper instruments requested by the Issuer acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (1i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium onpremium, if any, or interest, if any, and interest on such Notes when such payments are due solely from amounts deposited with the trust referred to Trustee as provided in Section 8.04 hereof; , (2ii) the provisions of Company's and the Guarantors' obligations with respect to the Notes under Sections 2.032.04, 2.06 2.05, 2.06, 2.07, 2.08, 2.11 and 2.07; 4.02 hereof, (3iii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Issuer’s Company's obligations in connection therewith; and therewith and (4iv) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire indebtedness represented by the outstanding NotesNotes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees and this Indenture (and the Trustee, on demand written request of and at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: : (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and the premium on, if any, or and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the provisions of Sections 2.03, 2.06 and 2.07; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.