Common use of Legal Defeasance and Discharge Clause in Contracts

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from 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 represented by the outstanding Notes and Note Guarantees, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Note Guarantees to have each Guarantor’s obligation discharged with respect to its Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Supplemental Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall will execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: : (a) 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, or interest or premium, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the IssuerCompany’s obligations with respect to such the Notes under Article 2 and Section 4.02 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the IssuerCompany’s and the Guarantors’ obligations in connection therewith; and therewith and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Liquidated Damages, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the IssuerCompany’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesGuarantee, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections sections of this Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this Supplemental Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, premium on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 hereof 7.01 of the option applicable to this Section 12.027.02, the Issuer and the Guarantors willIssuers shall, subject to the satisfaction of the conditions set forth in Section 12.04 7.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, and Note Guarantees each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 7.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes Outstanding Notes, and Note Guarantees, each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which will in each case shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 12.05 7.05 hereof and the other Sections of this Supplemental Indenture and the Base Indenture referred to in clauses (a) and (b) below, ) and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes or Subsidiary Guarantee and this Supplemental Indenture and the Base Indenture (as it relates to the Notes) (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 7.04, and as more fully set forth in such Section, payments in respect of the principal of, or of and interest or and premium, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 Section 304, Section 305 and Section 4.02 hereof; 306 of the Base Indenture and Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and therewith and (d) the Legal Defeasance provisions of this Article 12Seven. Subject to compliance with this Article 12Seven, the Issuer Issuers may exercise its their option under this Section 12.02 7.02 notwithstanding the prior exercise of its their option under Section 12.03 7.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, onor interest, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (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 and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture Documents (and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper 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: (a1) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, or interest or premium, if any, onand interest, such if any, on the Notes when such payments are due from solely out of the trust referred to in Section 12.04 8.4 hereof; (b2) the Issuer’s obligations with respect to such the Notes under Article 2 II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof3.11 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the or Guarantors’ obligations in connection therewith; and (d4) this Article 12VIII with respect to provisions relating to Legal Defeasance. Subject to compliance with this Article 12VIII, the Issuer may exercise its option under this Section 12.02 8.2 notwithstanding the prior exercise of its option under Section 12.03 hereof8.3.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from 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 Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note Guarantees, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Sections 2.06, 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.07, 5.01, 5.03, 7.06 and, if the Notes will be paid on a Redemption Date, Article 2 and Section 4.02 hereof3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02 with respect to any Outstanding Securities of or within a series, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees such Outstanding Securities (including the related Securities 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 Debt represented by such Outstanding Securities (including the outstanding Notes and Note related Securities Guarantees), which will thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such NotesSecurities, the Note such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes such Outstanding Securities to receive payments in respect of the principal of, or interest or premiumpremium and Additional Amounts, if any, on, on such Notes Securities when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes Securities under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesGuarantee, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 13.01 hereof of the option applicable to this Section 12.0213.02, the Issuer and the Guarantors Issuers will, subject to the satisfaction of the conditions set forth in Section 12.04 13.04 hereof, be deemed to have been discharged from 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 Issuers will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 13.05 hereof and the other Sections of this Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Notes and this Supplemental Indenture (and the Trustee, on demand of and at the expense of the IssuerSuburban Propane, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, premium on such Notes when such payments are due from the trust referred to in Section 12.04 13.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 III and Section 4.02 10.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the GuarantorsIssuers’ obligations in connection therewith; and (d) this Article 12XIII. Subject to compliance with this Article 12XIII, the Issuer Issuers’ may exercise its their option under this Section 12.02 13.02 notwithstanding the prior exercise of its their option under Section 12.03 13.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 9.01 hereof of the option applicable to this Section 12.029.02, the Issuer Company and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 9.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and the Note Guarantees, which will Notes and Note Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 9.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Guarantees, the Collateral Agreements and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumand premium and interest, if any, on, such Notes when such payments are due from the trust referred to in described under Section 12.04 9.04(1) hereof; ; (b) the IssuerCompany’s and Guarantors’ obligations with respect to such Notes and Note Guarantees under Article 2 and Section 4.02 5.02 hereof; ; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s and the Guarantors’ obligations in connection therewith; and and (d) this Article 129. Subject to compliance with this Article 129, the Issuer Company may exercise its option under this Section 12.02 9.02 notwithstanding the prior exercise of its option under Section 12.03 9.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, each of the Issuer Issuers and the Subsidiary Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their its 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 each of the Issuer and the Guarantors will Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this the Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such NotesNotes and the Indenture, and each of the Note Guarantees and this Indenture Subsidiary Guarantors shall be deemed to have discharged its obligations under its Guarantee (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding 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, or interest or premiumpremium on, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof;due, (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 Sections 2.07, 2.08, 2.09 and Section 4.02 hereof;of the Original Indenture, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the GuarantorsIssuers’ obligations in connection therewith; and, (d) this Article 12VIII, and (e) the Issuers’ rights of optional redemption under Section 4.01 hereof. Subject to compliance with this Article 12VIII, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, Parent, the Issuer and each of the Subsidiary Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that Parent, the Issuer and the Subsidiary Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s 's obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and Parent's the Issuer’s 's and the Subsidiary Guarantors’ ' obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and the Subsidiary Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding Notes and Note Guarantees Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this sentence below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) 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, or interest or premium, if any, and interest (including Additional Interest, if any) on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 Sections 2.03, 2.04, 2.06, 2.07, 2.10 and Section 4.02 hereof; , (c) 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 therewith and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its the option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, on, or interest on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesGuarantee, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 9.01 hereof of the option applicable to this Section 12.029.02, the Issuer Company and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 9.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and the Note Guarantees, which will Notes and Note Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 9.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Guarantees, the Collateral Agreements and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal and Aggregate Accreted Principal Amount of, or interest or and premium, and interest, if any, on, such Notes when such payments are due from the trust referred to in described under Section 12.04 9.04(1) hereof; ; (b) the Issuerrights of Holders of outstanding Notes to convert such Notes as provided by Article 4 hereof; (c) the Company’s and Guarantors’ obligations with respect to such Notes and Note Guarantees under Article 2 and Section 4.02 5.02 hereof; ; (cd) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s and the Guarantors’ obligations in connection therewith; and and (de) this Article 129. Subject to compliance with this Article 129, the Issuer Company may exercise its option under this Section 12.02 9.02 notwithstanding the prior exercise of its option under Section 12.03 9.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 hereof 12.1 of the option applicable to this Section 12.0212.2, the Issuer Issuers and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof12.4, be deemed to have been discharged from their obligations with respect to all outstanding Outstanding Notes and (including the Note Guarantees Guarantee) 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 Guarantor will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Outstanding Notes and (including the Note GuaranteesGuarantee), which will thereafter be deemed to be “outstanding” Outstanding only for the purposes of Section 12.05 hereof 12.5 and the other Sections of this the Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this the Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, on, or interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof12.4; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 II and Section 4.02 hereof;4.2 of the Base Indenture; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ Guarantor’s obligations in connection therewith; therewith; and (d) this Article 12XII. Subject to compliance with this Article 12XII, the Issuer Issuers may exercise its their option under this Section 12.02 12.2 notwithstanding the prior exercise of its their option under Section 12.03 hereof12.3.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesGuarantee, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, premium on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerSolera’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest or premiuminterest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128 with respect to provisions relating to Legal Defeasance. Subject to compliance with this Article 128, the Issuer Solera may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willCompany shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)"LEGAL DEFEASANCE") and each Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, Legal Defeasance means that the Issuer and the Guarantors will Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) 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, or interest or premium, if any, onor interest and Special Interest, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s Company's obligations with respect to such Notes under Article 2 and Section Sections 4.01 and 4.02 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Company's obligations in connection therewith; and therewith and (d) this Article 128. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 128, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (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 Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerIssuers, shall execute proper such instruments as requested by the Issuers 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: (a1) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, or interest or premium, if any, on, such on the Notes when such payments are due from solely out of the trust referred to in Section 12.04 8.4 hereof; (b2) the Issuer’s Issuers’ obligations with respect to such the Notes under Article 2 II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof3.12 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Issuers’ or Guarantors’ obligations in connection therewith; and (d4) this Article 12. Subject VIII with respect to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereofprovisions relating to Legal Defeasance.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, or interest on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of such outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof; (c3) the rights, powers, trusts, duties duties, immunities and immunities indemnities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof 8.01 of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willGuarantors, subject to the satisfaction of the conditions set forth in Section 12.04 hereof8.04, will be deemed to have been discharged from their obligations with respect to all outstanding or any series of Notes issued under this Indenture and Note Guarantees the Guarantees, respectively, and to have cured all then existing Events of Default 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 shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof 8.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and to have satisfied all their its other obligations under such Notesthis Indenture, the Note Guarantees Notes and this Indenture any supplemental indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders holders of the applicable series of Notes that are then outstanding Notes to receive payments in with respect of to the principal of, or interest or premium, if any, on, premium on such Notes when such payments are due from the trust referred to in Section 12.04 hereof8.04; (bB) the Issuer’s obligations with respect to such the applicable series of Notes under Article 2 and Section 4.02 hereof4.02; (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, the Security Agent and the Issuer’s Agents and the Guarantors’ obligations of the Issuer and the Guarantors in connection therewiththerewith (including Section 7.06); and (dD) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesGuarantee, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof 1301 of the option applicable to this Section 12.021302, each of the Issuer Co-Issuers and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Outstanding Notes and Note Guarantees the Guarantees, and the Collateral will be released from the Lien securing the Notes outstanding under this Indenture, 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 Co-Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Note GuaranteesOutstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 12.05 hereof 1305 and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and the Guarantees and to have satisfied all their its other obligations under such Notes, the Note Guarantees and Guarantees, this Indenture and the Security Documents insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a1) the rights of Holders of outstanding Outstanding Notes to receive payments in respect of the principal of, or interest or premium, 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 12.04 hereof; 1304 (bincluding, but not limited to the Issuer’s obligation to pay an Applicable Premium Deficit, if applicable), (2) the Issuer’s and/or the Co-Issuer’s obligations with respect to such Notes under Article 2 Sections 303, 304, 305, 1002 and Section 4.02 hereof; 1003, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including Section 607), and the Issuer’s obligations of each of the Co-Issuers and the Guarantors’ obligations Guarantors in connection therewith; and therewith and (d4) this Article 12Thirteen. Subject to compliance with this Article 12Thirteen, the Issuer may exercise its option under this Section 12.02 1302 notwithstanding the prior exercise of its option under Section 12.03 hereof1303 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (including the Subsidiary Guarantees) on the date the conditions set forth below in Section 8.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Subsidiary Guarantees), which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Special Interest, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 12Section 8.02, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the written request and sole expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, on, or interest on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (bii) the IssuerCompany’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (ciii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the IssuerCompany’s and the Guarantors’ obligations in connection therewith; and (div) this Article 128. Subject to compliance with this Article 128, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their respective obligations under this Indenture, the Notes and the Guarantees thereof 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 Debt represented by the outstanding Notes and Note GuaranteesNotes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections sections of this Indenture referred to in clauses (a1) and (b2) of Section 12.04(b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive receive, solely from the trust fund described in Section 12.04 hereof, payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereofdue; (b) the Issuer’s obligations with respect to such Notes under Article 2 II and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12XII. Subject to compliance with this Article 12XII, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Debt represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Notes and Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the IssuerCompany’s obligations with respect to such Notes under Article 2 II and Section 4.02 hereof; (c3) the rights, powers, trusts, duties duties, immunities and immunities indemnities of the Trustee hereunder and the IssuerCollateral Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 12VIII. Subject to compliance with this Article 12VIII, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and the Guarantors willeach Subsidiary Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Senior Notes and Note Subsidiary 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 each Subsidiary Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Notes and Note Subsidiary Guarantees, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their respective other obligations under such Notes, the Note Senior Notes and Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Senior Notes to receive payments in respect of the principal of, or interest or premium, if any, onand interest and Liquidated Damages, if any, on such Senior Notes when such payments are due from the trust referred to in Section 12.04 hereof; 8.04(a); (b) the Issuer’s Company's obligations with respect to such Senior Notes under Article 2 Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and Section 4.02 hereof; ; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder including without limitation thereunder Section 7.07, 8.05 and 8.07 hereof and the Issuer’s and the Guarantors’ Company's obligations in connection therewith; and therewith and (d) the provisions of this Article 128. Subject to compliance with this Article 128, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the samesame in form and substance reasonably satisfactory to the Trustee), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the IssuerCompany’s obligations with respect to such Notes under Article 2 II and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the IssuerCompany’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 12VIII. Subject to compliance with this Article 12VIII, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (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 and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 Two and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 12Eight. Subject to compliance with this Article 12Eight, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willCompany shall, subject to the satisfaction of the applicable conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, Legal Defeasance means that the Issuer and the Guarantors will Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) 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, or interest or premium, if any, on, or interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the IssuerCompany’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; the payment terms of the Notes, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s and the Guarantors’ obligations in connection therewith; and therewith and (d) this Article 128. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. Subject to compliance with this Article 128, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and the Guarantors willeach Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from 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 Company and the Guarantors will each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all of their other obligations under such Notes, the Notes and Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal ofof and premium, or interest or premiumand Liquidated Damages, if any, on, such on the Notes when such payments are due solely from the trust referred to fund described in Section 12.04 8.04 hereof; , and as more fully set forth in such Section, (b) the Issuer’s Company's obligations with respect to such the Notes under Article 2 and Section 4.02 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Company's and the Guarantors’ ' obligations in connection therewith; and therewith and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Company may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, or interest on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (including the Subsidiary Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, or interest on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Company may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer and the Guarantors willIssuers shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees to have each Guarantor's obligations discharged with respect to its Guarantee on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, or interest or premium, if any, onand interest and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 4.2 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee and any Agent hereunder and the Issuer’s Issuers' and the Guarantors’ ' obligations in connection therewith; and , including, without limitation, Article 7 and Section 8.5 and 8.7 hereunder, and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.2 notwithstanding the prior exercise of its option under Section 12.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 Two and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations of the Issuer and the Guarantors’ obligations Guarantors in connection therewith; and (d4) this Article 12Eight. Subject to compliance with this Article 12Eight, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors Guarantor(s) will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (including the Guarantee) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors Guarantor(s) will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees(including the Guarantee), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (aSections 8.02(a) and (b) below8.02(b), and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute such proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, oninterest and Additional Amounts, such if any, on the Notes when such payments are due from solely out of the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such the Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s and the Guarantors’ each Guarantor’s obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its Legal Defeasance option under this Section 12.02 8.02 notwithstanding the prior exercise of its Covenant Defeasance option under Section 12.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof 8.01 of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willIssuer, subject to the satisfaction of the conditions set forth in Section 12.04 hereof8.04, will be deemed to have been discharged from their its obligations with respect to the Notes issued under this Indenture and to have cured all outstanding Notes and Note Guarantees then existing Events of Default 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof 8.05 and the other Sections of this Indenture referred to in clauses (ai) and (bii) below, and to have satisfied all their its other obligations under such Notesthis Indenture, the Note Guarantees Notes and this Indenture any supplemental indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof8.04; (bii) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02; (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and obligations of the Guarantors’ obligations Issuer in connection therewith; and (div) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, onor interest, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under pursuant to Section 12.01 hereof 8.01 of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (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 and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Guarantees), which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or and interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof8.04(1); (b2) the Issuer’s obligations with respect to such the Notes under Article 2 Sections 2.03, 2.04, 2.05, 2.07, 2.10 and Section 4.02 hereof4.02; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including, without limitation, Sections 7.07, 8.05 and 8.07, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject The Issuer and the Guarantors may terminate the obligations under this Indenture and the Security Documents (a “Discharge”) when: (1) either: (A) all Notes theretofore authenticated and delivered have been delivered to compliance with this Article 12the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer may exercise its option has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Section 12.02 notwithstanding Indenture by the prior exercise Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of its option the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under Section 12.03 hereofthis Indenture relating to the Discharge have been complied with.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand written request of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, onand interest, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128, as it relates to Legal Defeasance. Subject to compliance with this Article 128, the Issuer may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (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 and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture Documents (and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper 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: (a1) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, or interest or premium, if any, onand interest, such if any, on the Notes when such payments are due from solely out of the trust referred to in Section 12.04 8.4 hereof; (b2) the Issuer’s obligations with respect to such the Notes under Article 2 II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof3.12 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (c3) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Issuer’s and the or Guarantors’ obligations in connection therewith; and (d4) this Article 12. Subject VIII with respect to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereofprovisions relating to Legal Defeasance.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof 8.01 of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) on the date the conditions set forth below in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof 8.05 and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand written request of and at the expense of the Issuer, shall execute proper instruments instruments, which shall be prepared and delivered to the Trustee by the Issuer, acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, and interest on such Notes when such payments are due from the trust fund referred to in Section 12.04 hereof8.04; (b2) the Issuer’s obligations with respect to such Notes under Article 2 Sections 2.07, 2.10 and Section 4.02 hereof4.02; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 12Section 8.02, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Liquidated Damages, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the IssuerMagnaChip’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including all rights under Section 7.07) and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Subsidiary Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Subsidiary Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, on, or interest on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) 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 (d4) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the each Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand written request of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, onand interest, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the GuarantorsIssuers’ obligations in connection therewith; and (d4) this Article 128, as it relates to Legal Defeasance. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder under this Indenture and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02 with respect to the Notes of either series, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and of that series (including the related Note Guarantees 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 Notes and of that series (including the related Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notesthe Notes of that series, the related Note Guarantees and this Indenture (and the Trustee, on the demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions provisions, which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes of that series to receive payments in respect of the principal of, or interest or premium, if any, on, such the Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such the Notes under Article 2 of that series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereofthe maintenance of an office or agency for payment and money for security payments held in trust; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, with respect to Notes of any Series, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and of such Series (including the Note Guarantees 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 Notes and of such Series (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes of such Series to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 ARTICLE II and Section 4.02 hereof; (c3) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder hereunder, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) the provisions of this Article 12ARTICLE VIII. Subject to compliance with this Article 12ARTICLE VIII, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees) and have Liens on the Collateral securing the Notes released, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, or interest on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Fortieth Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Fortieth Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Fortieth Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Fifth Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Fifth Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Fifth Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 7.01 hereof of the option applicable to this Section 12.027.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 7.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 7.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, premium on, such Notes when such payments are due from the trust referred to in Section 12.04 7.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 hereof and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agents hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d4) this Article 127. Subject to compliance with this Article 127, the Issuer may exercise its option under this Section 12.02 7.02 notwithstanding the prior exercise of its option under Section 12.03 7.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding 5.625% Notes and Note Guarantees (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 and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding 5.625% Notes and the Note Guarantees, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Supplemental Indenture referred to in clauses (ai) and (bii) below, and to have satisfied all of their other obligations under such 5.625% Notes, the Note Guarantees and this Supplemental Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or of and interest or premium, if any, on, such on the 5.625% Notes when such payments are due solely from the trust funds referred to in Section 12.04 8.04 hereof; (bii) the Issuer’s obligations with respect to such the 5.625% Notes under Article 2 concerning issuing temporary 5.625% Notes, registration of such 5.625% Notes, mutilated, destroyed, lost or stolen 5.625% Notes and Section 4.02 hereofhereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the or Guarantors’ obligations in connection therewith; and (div) this Article 12. Subject 8 with respect to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereofprovisions relating to Legal Defeasance.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note the 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Ninth Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Ninth Supplemental Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Ninth Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note the 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Twenty-Third Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Twenty-Third Supplemental Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Twenty-Third Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 hereof of the option applicable provided in Section 1301 to have this Section 12.021302 applied to all the Outstanding Notes, the Issuer Company and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, Notes Guarantor shall be deemed to have been discharged from their its obligations with respect to all outstanding such Outstanding Notes and Note Guarantees the Notes Guarantor and any Subsidiary Guarantors discharged with respect to the Notes Guarantee or Restricted Subsidiary Guarantees, respectively, 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 and the Guarantors will Company shall be deemed to have paid and discharged the entire Indebtedness represented by all the outstanding Outstanding Notes and Note Guaranteesthe Notes Guarantee, which will thereafter be deemed to be “outstanding” only for as well as any Subsidiary Guarantee, on the purposes of 91st day after the conditions specified in Section 12.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below1304 are met, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), ) except for the following provisions following, which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding such Notes to receive receive, solely from the trust fund provided in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of, or interest or of and premium, if any, onand interest and Additional Amounts, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s respective obligations of the Company and the Notes Guarantor with respect to such Notes under Article 2 Section 304, Section 305, Section 306, Section 307, Section 1002 and Section 4.02 hereof; 1003, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations of the Company, the Notes Guarantor and the Guarantors’ obligations in connection therewith; and each Subsidiary Guarantor with respect thereto and (d) this Article 12Thirteen and the Company’s obligations to the Trustee under Section 607. Subject to compliance with this Article 12Thirteen, the Issuer Company may exercise its option under this Section 12.02 1302 notwithstanding the prior exercise of its option under Section 12.03 hereof.1303. 113

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof 13.01 of the option applicable to this Section 12.0213.02, each of the Issuer and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, shall be deemed to have been discharged from their its respective obligations with respect to all outstanding Outstanding Notes and Note the Guarantees and have Liens on the Collateral securing the Notes and the Guarantees released and have cured all then existing Events of Default 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 and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Note GuaranteesOutstanding Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 12.05 hereof 13.05 and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and the Guarantees and to have satisfied all their its other obligations under such Notes, the Note Guarantees and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or of (and premium, if any, on, ) and interest on such Notes when such payments are due from due, solely out of the trust referred created pursuant to in Section 12.04 hereof; this Indenture, (b2) the Issuer’s obligations with respect to such Notes under Article 2 Sections 3.04, 3.05, 3.06, 10.02 and Section 4.02 hereof; 10.03, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Notes Collateral Agent hereunder, and the Guarantors’ obligations of each of the Guarantors and the Issuer in connection therewith; and therewith and (d4) this Article 12Thirteen. Subject to compliance with this Article 12Thirteen, the Issuer may exercise its option under this Section 12.02 13.02 notwithstanding the prior exercise of its option under Section 12.03 hereof13.03 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer [and each of the Guarantors Guarantors] will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Securities [(including the Security 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 Guarantors] will be deemed to have paid and discharged the entire Indebtedness debt represented by the outstanding Notes and Note Securities [(including the Security Guarantees)], which will thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such NotesSecurities, the Note Security Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes Securities to receive payments in respect of the principal of, or interest or premium, if any, on, on such Notes Securities when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s 's obligations with respect to such Notes Securities under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s 's [and the Guarantors’ '] obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest premium or premiuminterest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 II and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 12VIII. Subject to compliance with this Article 12VIII, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Thirty-Fourth Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Thirty-Fourth Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Thirty-Fourth Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Thirty-Seventh Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Thirty-Seventh Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Thirty-Seventh Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willIssuers shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations Obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”)") and each Guarantor shall be released from all of its Obligations under its guarantee. For this purpose, Legal Defeasance means that the Issuer and the Guarantors will Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b) and (bd) below, and to have satisfied all their its other obligations Obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) 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, or interest or premium, if any, on, or interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s obligations Issuers' Obligations with respect to such Notes under Article 2 and Section Sections 4.01 and 4.02 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including under Section 7.07) and the Issuer’s Issuers' and the Guarantors’ obligations ' Obligations in connection therewith; and therewith and (d) this Article 128. If the Issuers exercise under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesGuarantee, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Guarantor’s obligations in connection therewith; and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Twentieth Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Twentieth Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Twentieth Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 Paragraph 29(D) hereof of the option applicable to this Section 12.02Paragraph 29(D)(1), the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 Paragraph 29(D)(3) hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 Paragraph 29(D)(4) hereof and the other Sections of this the Indenture referred to in clauses (ai) and (bii) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, premium on such Notes when such payments are due from the trust referred to in Section 12.04 hereofdue; (bii) the Issuer’s obligations with respect to such Notes under Article 2 Sections 304, 305, 306, 1002 and Section 4.02 hereof1003 of the Indenture; (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (div) this Article 12Paragraph 29(D). Subject to compliance with this Article 12Paragraph 29(D), the Issuer may exercise its option under this Section 12.02 Paragraph 29(D)(1) notwithstanding the prior exercise of its option under Section 12.03 Paragraph 29(D)(2) hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note the 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Fourth Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Fourth Supplemental Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Fourth Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (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 Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerIssuers, shall execute proper such instruments reasonably requested by the Issuers 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: (a1) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, or interest or premium, if any, onand interest, such on the Notes when such payments are due from solely out of the trust referred to in Section 12.04 8.4 hereof; (b2) the Issuer’s Issuers’ obligations with respect to such the Notes under Article 2 II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof3.12 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Issuers’ or Guarantors’ obligations in connection therewith; and (d4) this Article 12. Subject VIII with respect to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereofprovisions relating to Legal Defeasance.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer and the Guarantors willIssuers shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees to have each Guarantor’s obligations discharged with respect to its Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, or interest or premium, if any, onand interest and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 Two hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee and any Agent hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and , including, without limitation, Article Seven and Section 8.5 and 8.7 hereunder, and (d) this Article 12. Subject to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 8 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, each of the Issuer Issuers and the Subsidiary Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their its 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 each of the Issuer and the Guarantors will Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this the Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such NotesNotes and the Indenture, and each of the Note Guarantees and this Indenture Subsidiary Guarantors shall be deemed to have discharged its obligations under its Guarantee (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding 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, or interest or premiumpremium on, if any, oninterest and Additional Interest, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof;due, (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 Sections 2.07, 2.08, 2.09 and Section 4.02 hereof;of the Original Indenture, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the GuarantorsIssuers’ obligations in connection therewith; and, (d) this Article 12VIII, and (e) the Issuers’ rights of optional redemption under Section 4.01 hereof. Subject to compliance with this Article 12VIII, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors Guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Guarantors, if any, will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, and interest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Issuer’s and the Guarantors’ ’, if any, obligations in connection therewiththerewith (including, without limitation, those contained in Article 7 hereof); and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 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 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to the Indenture and all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, or interest on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such the Notes under Article 2 Sections 2.06, 2.07, 2.10 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (including the Subsidiary Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Subsidiary Guarantees), which will thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers' and the Guarantors’ ' obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof 14.01 of the option applicable to this Section 12.0214.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof14.04, be deemed to have been discharged from its/their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof 14.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its/their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and all of the Liens on Collateral securing the Notes shall be released, except for the following provisions of this Indenture which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof14.04; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 1214. Subject to compliance with this Article 1214, the Issuer may exercise its option under this Section 12.02 14.02 notwithstanding the prior exercise of its option under Section 12.03 hereof14.03.

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Company and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees Guarantees, respectively, 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 shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes and the Note Guarantees, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders 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, or interest or premium, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s Company's obligations with respect to such Notes under Article 2 and Section 4.02 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ Company's obligations in connection therewith; and therewith and (d) this Article 12Eight. Subject to compliance with this Article 12Eight, the Issuer Company may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 Paragraph 29(D) hereof of the option applicable to this Section 12.02Paragraph 29(D)(1), the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 Paragraph 29(D)(3) hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 Paragraph 29(D)(4) hereof and the other Sections of this the Indenture referred to in clauses (ai) and (bii) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:: 40 First Supplemental Indenture (ai) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, premium on such Notes when such payments are due from the trust referred to in Section 12.04 hereofdue; (bii) the Issuer’s obligations with respect to such Notes under Article 2 Sections 304, 305, 306, 1002 and Section 4.02 hereof1003 of the Indenture; (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (div) this Article 12Paragraph 29(D). Subject to compliance with this Article 12Paragraph 29(D), the Issuer may exercise its option under this Section 12.02 Paragraph 29(D)(1) notwithstanding the prior exercise of its option under Section 12.03 Paragraph 29(D)(2) hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 9.01 hereof of the option applicable to this Section 12.029.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 9.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 9.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest premium or premiuminterest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 9.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 3 and Section 4.02 5.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 129. Subject to compliance with this Article 129, the Issuer Issuers may exercise its their option under this Section 12.02 9.02 notwithstanding the prior exercise of its option under Section 12.03 9.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 ‎Section 8.01 hereof of the option applicable to this Section 12.02‎Section 8.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 ‎Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (including the Subsidiary Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 ‎Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, or interest on, such Notes when such payments are due from the trust referred to in Section 12.04 ‎Section 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 ‎2 and Section ‎Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 12‎8. Subject to compliance with this Article 12‎8, the Issuer Company may exercise its their option under this Section 12.02 ‎Section 8.02 notwithstanding the prior exercise of its option under Section 12.03 ‎8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees (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 Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuerIssuers, shall execute proper instruments 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: (a) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, or interest or premium, if any, onand interest and Additional Interest, such if any, on the Notes when such payments are due from solely out of the trust referred to in Section 12.04 8.4 hereof; (b) the Issuer’s Issuers’ obligations with respect to such the Notes under Article 2 II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof3.12 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Issuers’ or Guarantors’ obligations in connection therewith; and (d) this Article 12. Subject VIII with respect to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereofprovisions relating to Legal Defeasance.

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willGuarantors, respectively shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and all obligations of the Guarantors be deemed to have been discharged with respect to their Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, Notes and this Indenture and the Guarantors shall be deemed to have satisfied all of their obligations under the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding 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, or interest or premium, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereofdue; (b) the Issuer’s 's obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ 's obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 12Eight, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium and Liquidated Damages, if any, on, on such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent hereunder and under the Issuer’s other Note Documents and the Issuers' and the Guarantors’ ' obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to this Section 12.02, the Issuer and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Securities and Note Guarantees Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness debt represented by the outstanding Notes Securities and Note Guarantees, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof and the other Sections sections of this Indenture referred to in clauses (a1) and (b2) of Section 12.04(b) below, and to have satisfied all their other obligations under such NotesSecurities, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive payments in respect of the principal of, or interest or premiumpremium and Additional Interest, if any, on, such Notes Securities when such payments are due from the trust referred to in Section 12.04 hereof; (b) the Issuer’s and the Guarantors’ obligations with respect to such Notes Securities under Article 2 II and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12XII. Subject to compliance with this Article 12XII, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest premium or premiuminterest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 II and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12VIII. Subject to compliance with this Article 12VIII, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Thirty-Ninth Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Thirty-Ninth Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Thirty-Ninth Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) 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 amount of, or interest or premium, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and therewith and (d) the provisions of this Article 128 with respect to Legal Defeasance. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 hereof 1301 of the option applicable to this Section 12.021302, each of the Issuer Issuers and the Subsidiary Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, shall be deemed to have been discharged from their its respective obligations with respect to all outstanding Outstanding Second-Priority Notes and Note Guarantees 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 Issuers and the Subsidiary Guarantors will shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Note GuaranteesOutstanding Second-Priority Notes, which will shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 12.05 hereof 1305 and the other Sections of this Second-Priority Indenture referred to in clauses (aA) and (bB) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Second-Priority Notes and this Second-Priority Indenture insofar as such Second-Priority Notes are concerned (and the Second-Priority Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (aA) the rights of Holders of outstanding Outstanding Second-Priority Notes to receive payments in respect of the principal of, or interest or of (and premium, if any, on, ) and interest on such Second-Priority Notes when such payments are due from due, solely out of the trust referred to described in Section 12.04 hereof; 1304, (bB) the Issuer’s Issuers’ obligations with respect to such Second-Priority Notes under Article 2 Sections 304, 305, 306, 1002 and Section 4.02 hereof; 1003, (cC) the rights, powers, trusts, duties duties, indemnities and immunities of the Second-Priority Trustee hereunder and Second-Priority Collateral Agent hereunder, and the Issuer’s obligations of each of the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith; and therewith and (dD) this Article 12Thirteen. Subject to compliance with this Article 12Thirteen, the Issuer Issuers may exercise its their option under this Section 12.02 1302 notwithstanding the prior exercise of its option under Section 12.03 hereof1303 with respect to the Second-Priority Notes.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Third Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Third Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Third Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, on, or interest or premiuminterest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees Indenture Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 II and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12VIII. Subject to compliance with this Article 12VIII, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer and the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Note Guarantees to have each Guarantor's obligations discharged with respect to its Guarantee on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, or interest or premium, if any, onand interest and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to in Section 12.04 hereof; due, (b) the Issuer’s 's obligations with respect to such Notes under Article 2 II and Section 4.02 4.2 hereof; , (c) the rights, powers, trusts, duties and immunities of the Trustee and any Agent hereunder and the Issuer’s 's and the Guarantors’ ' obligations in connection therewith; and , including, without limitation, Article VII and Section 8.5 and 8.7 hereunder, and (d) this Article 12VIII. Subject to compliance with this Article 12VIII, the Issuer may exercise its option under this Section 12.02 8.2 notwithstanding the prior exercise of its option under Section 12.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees Guarantees) 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 will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, or interest on, such Notes when such payments are due from the trust referred to in Section 12.04 8.04 hereof; (b2) the Issuer’s Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c3) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Issuer’s Issuers’ and the Guarantors’ obligations in connection therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer Issuers may exercise its their option under this Section 12.02 8.02 notwithstanding the prior exercise of its their option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willParent Guarantor shall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Eleventh Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Eleventh Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such and interest on the Notes when such payments are due from solely out of the trust created pursuant to this Eleventh Supplemental Indenture referred to in Section 12.04 8.04 hereof; (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and (d) this Article 12Section 8.02. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof 8.01 of the option applicable to this Section 12.028.02, the Issuer and the Guarantors willGuarantors, subject to the satisfaction of the conditions set forth in Section 12.04 hereof8.04, will be deemed to have been discharged from their obligations with respect to the Notes issued under this Indenture and the Guarantees, respectively, and to have cured all outstanding Notes and Note Guarantees then existing Events of Default 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 shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes and Note GuaranteesNotes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof 8.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and to have satisfied all their its other obligations under such Notesthis Indenture, the Note Guarantees Notes and this Indenture any supplemental indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof8.04; (bB) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02; (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, the Security Agent and the Issuer’s Agents and the Guarantors’ obligations of the Issuer and the Guarantors in connection therewiththerewith (including Section 7.06); and (dD) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 8.01 hereof of the option applicable to this Section 12.028.02, the Issuer and each of the Guarantors willshall, subject to the satisfaction of the conditions set forth in Section 12.04 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (a1) the rights of Holders of such outstanding Notes to receive payments in respect of the principal of, or interest or premiumpremium on, if any, on, and interest on such Notes when such payments are due from the trust referred to in Section 12.04 hereof;8.04 hereof; (b2) the Issuer’s obligations with respect to such Notes under Article 2 concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof;hereof; (c3) the rights, powers, trusts, duties duties, immunities and immunities indemnities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; therewith; and (d4) this Article 128. Subject to compliance with this Article 128, the Issuer may exercise its option under this Section 12.02 8.02 notwithstanding the prior exercise of its option under Section 12.03 8.03 hereof.

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 12.01 8.1 hereof of the option applicable to this Section 12.028.2, the Issuer Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 12.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and (including the Note Guarantees 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 represented by the outstanding Notes and (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture Documents (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the 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: (a1) the rights of Holders of outstanding Notes issued under this Indenture to receive payments in respect of the principal of, or interest or premium, if any, onand interest and Additional Amounts, such on the Notes when such payments are due from solely out of the trust referred to in Section 12.04 8.4 hereof; (b2) the IssuerCompany’s obligations with respect to such the Notes under Article 2 II concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereof3.12 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the IssuerCompany’s and the or Guarantors’ obligations in connection therewith; and (d4) this Article 12. Subject VIII with respect to compliance with this Article 12, the Issuer may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereofprovisions relating to Legal Defeasance.