Common use of Legal Defeasance and Discharge Clause in Contracts

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 of the option applicable to this Section 8.03 with respect to a series of Securities, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series on the date all conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereof, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03, and to have satisfied all their other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and interest on, such Securities when such payments are due, (b) the Company’s obligations with respect to such Securities under Sections 2.06, 2.09, 2.10, 2.12 and 4.04, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all Notes and Subsidiary Guarantees then outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofSubsidiary Guarantee then outstanding, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their other obligations under such Securities Notes and Subsidiary Guarantees, and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments prepared by the Company acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of Notes then outstanding Securities of such series to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, or on the Redemption Date, as the case may be, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.092.07, 2.10, 2.12 4.02 and 4.044.03 hereof, (c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 8.03 hereof with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes and all obligations of such series the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofGuarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on reasonable demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.06Article 2 concerning issuing temporary Notes, 2.09registration of Notes and mutilated, 2.10destroyed, 2.12 lost or stolen Notes and 4.04Company’s obligations under Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Note Guarantee, on the date all the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Financial Indebtedness represented by the outstanding Securities of the applicable series Notes, and any Guarantees thereof, each Guarantor shall be deemed to have paid and discharged its Note Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03, below) and to have satisfied all their its other obligations under such Securities Notes or Note Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal ofof and premium, if any, and any premium and interest on, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.062.03, 2.092.04, 2.102.07, 2.12 2.10 and 4.044.02 hereof and the second paragraph of Section 4.19 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and any Guarantor’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective Obligations and certain other obligations with respect to all outstanding Securities of such series Notes and Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03sentence below, and to have satisfied all their other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest (including Additional Interest, if any) on, such Securities Notes when such payments are due, (b) the Company’s Issuers’ obligations with respect to such Securities Notes under Sections 2.03, 2.04, 2.06, 2.092.07, 2.10, 2.12 2.10 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company Issuers may exercise its the option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 9.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities9.02, the Company shall and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Notes (including the Note Guarantees) on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of Notes and the applicable series and any Guarantees thereofNote Guarantees, which Notes and Note Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 9.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, the Note Guarantees, the Collateral Agreements and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal and Aggregate Accreted Principal Amount of, and any premium premium, and interest interest, if any, on, such Securities Notes when such payments are due, due from the trust described under Section 9.04(1) hereof; (b) the rights 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 Securities Notes and Note Guarantees under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04, Section 5.02 hereof; (cd) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (including, but not limited to, Section 7.07) therewith; and (de) this Article Eight9. Subject to compliance with this Article Eight9, the Company may exercise its option under this Section 8.03 9.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series9.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Owner Lessor's exercise under Section 8.02 11.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities11.2, the Company shall Owner Lessor shall, subject to the satisfaction of the conditions set forth in Section 11.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Lessor Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company Owner Lessor shall be deemed to have paid and discharged the entire Indebtedness represented by the Debt Service Reserve Letter of Credit and by the outstanding Securities of the applicable series and any Guarantees thereofLessor Notes, which shall thereafter be deemed to be “outstanding” "OUTSTANDING" only for the purposes of Section 8.06 11.5 hereof and the other Sections of this Lease Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Lessor Notes and this Lease Indenture (and the TrusteeLease Indenture Trustee or the Security Agent, as applicable, on demand of and at the expense of the CompanyOwner Lessor, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders Noteholders of outstanding Securities of such series Lessor Notes to receive solely from the trust fund described in Section 8.0611.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Lessor Notes when such payments are due, (b) the Company’s Owner Lessor's obligations with respect to such Securities Lessor Notes under Sections 2.06, 2.09, 2.10, 2.12 and 4.04Article 2 hereof, (c) the rights, powers, trusts, duties and immunities of the Security Agent, the Lease Indenture Trustee and any Agent hereunder and the Company’s Owner Lessor's obligations in connection therewith (therewith, including, but not limited towithout limitation, Article 8 and Section 7.07) 11.5 and 11.7 hereunder, and (d) this Article Eight11. Subject to compliance with this Article Eight11, the Company Owner Lessor may exercise its option under this Section 8.03 11.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series11.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.068.4, and as more fully set forth in such Sectionsection, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are due, (b) the Company’s 's obligations with respect to such Securities under Sections 2.062.4, 2.092.6, 2.102.7, 2.12 2.10 and 4.044.2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations 's and the Guarantors' obligation in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Upon Legal Defeasance as provided herein, the Guaranty of each Guarantor shall be fully released and discharged and the Trustee shall promptly execute and deliver to the Company any documents reasonably requested by the Company to evidence or effect the foregoing. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 8.3 with respect to the Securities of a seriesSecurities.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series Notes and the Note Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.092.07, 2.10, 2.12 2.10 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) the Legal Defeasance provisions under this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 of the option applicable provided under Section 11.01 hereof to defease the outstanding Securities of a particular series under this Section 8.03 with respect to a series of Securities11.02, the Company shall be deemed to have been discharged from its obligations with respect to all such outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofsuch series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 11.05 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.0311.02, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, Company shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.0611.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are due, (bii) the Company’s obligations with respect to such Securities under Sections 2.063.06, 2.093.07, 2.103.08(a), 2.12 3.09, 3.11, and 4.0411.05 hereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 5.07 hereof, and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) with this Article Eight11. Subject to compliance with this Article Eight11, the Company may exercise its option under this Section 8.03 11.02 notwithstanding the prior exercise of its option under Section 8.04 11.03 hereof with respect to the Securities of a such series.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 10.1 hereof of the option applicable to this Section 8.03 10.2 with respect to a series the Outstanding Securities of Securitiesany series, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Outstanding Securities of as to which this option provided in Section 10.1 is exercised and the Guarantors, if any, shall be released from the Guarantees with respect to all such series Outstanding Securities, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding such Outstanding Securities and this Indenture shall cease to be of the applicable series and any Guarantees thereoffurther effect as to all such Outstanding Securities, which shall thereafter except as to be deemed to be “outstanding” Outstanding only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and the Company shall be deemed to have satisfied all their other of its obligations under such Outstanding Securities and this Indenture with respect to such Securities (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Securities of such series to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are duedue from the trust described in Section 10.5, (b) the Company’s obligations with respect to such Securities under Sections 2.063.4, 2.093.5, 2.103.6, 2.12 3.7, 3.8, 3.10, 6.2, 10.5, 10.6 and 4.0410.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eighttherewith. Subject to compliance with this Article EightX, the Company may exercise its option under this Section 8.03 10.2 notwithstanding the prior exercise of its option under Section 8.04 10.3 hereof with respect to the Securities of a seriessuch Securities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 10.1 hereof of the option applicable to this Section 8.03 10.2 with respect to a series the Outstanding Securities of Securitiesany series, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Outstanding Securities of such series as to which this option provided in Section 10.1 is exercised, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities such Outstanding Securities, and this Indenture shall cease to be of the applicable series and any Guarantees thereoffurther effect as to all such Outstanding Securities, which shall thereafter except as to be deemed to be “outstanding” Outstanding only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and the Company shall be deemed to have satisfied all their other of its obligations under such Outstanding Securities and this Indenture with respect to such Securities (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Securities of such series to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are duedue from the trust described in Section 10.5, (b) the Company’s obligations with respect to such Securities under Sections 2.063.4, 2.093.5, 2.103.6, 2.12 3.7, 3.8, 3.10, 6.2, 10.5, 10.6 and 4.0410.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eighttherewith. Subject to compliance with this Article EightX, the Company may exercise its option under this Section 8.03 10.2 notwithstanding the prior exercise of its option under Section 8.04 10.3 hereof with respect to the Securities of a seriessuch Securities.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all 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, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and any premium and interest onSpecial Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Article 2 and Sections 2.06, 2.09, 2.10, 2.12 4.01 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. 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 Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective Obligations and certain other obligations with respect to all outstanding Securities of such series Notes and Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03sentence below, and to have satisfied all their other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest (including Additional Interest, if any) on, such Securities Notes when such payments are due, (b) the Company’s Issuers’ obligations with respect to such Securities Notes under Sections 2.03, 2.04, 2.06, 2.092.07, 2.10, 2.12 2.10 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company Issuers may exercise its the option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect 8.03 hereof. Back to the Securities of a series.Contents

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes and all obligations of such series the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofNote Guarantees, respectively, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06Article Two concerning issuing temporary Notes, 2.09registration of Notes and mutilated, 2.10destroyed, 2.12 lost or stolen Notes and 4.04the Company's obligations under Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes of such series Series (including the related guarantees, if any) on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities Notes of such Series (including the applicable series and any Guarantees thereofrelated guarantees, if any), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all of their other obligations under such Securities Notes, such guarantees, if any, and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, interest and any premium and interest onpremium, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities the Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.01 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 10.1 hereof of the option applicable to this Section 8.03 10.2 with respect to a series the Outstanding Securities of Securitiesany series, the Company and the Guarantor shall be deemed to have been discharged from its obligations with respect to all outstanding Outstanding Securities of such series as to which this option provided in Section 10.1 is exercised, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities such Outstanding Securities, and this Indenture shall cease to be of the applicable series and any Guarantees thereoffurther effect as to all such Outstanding Securities, which shall thereafter except as to be deemed to be “outstanding” Outstanding only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and the Company shall be deemed to have satisfied all their other of its obligations under such Outstanding Securities and this Indenture with respect to such Securities (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Securities of such series to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are duedue from the trust described in Section 10.5, (b) the Company’s obligations with respect to such Securities under Sections 2.063.4, 2.093.5, 2.103.6, 2.12 3.7, 3.8, 3.10, 6.2, 10.5, 10.6 and 4.0410.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (includingtherewith. If the Company exercises its option under this Section 10.2 with respect to the Outstanding Securities of any series, but then payment of the Securities of such series may not limited to, Section 7.07) and (d) this Article Eightbe accelerated because of an Event of Default. Subject to compliance with this Article EightX, the Company may exercise its option under this Section 8.03 10.2 notwithstanding the prior exercise of its option under Section 8.04 10.3 hereof with respect to the Securities of a seriessuch Securities.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.068.4, and as more fully set forth in such Sectionsection, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are due, (b) the Company’s 's obligations with respect to such Securities under Sections 2.062.4, 2.092.6, 2.102.7, 2.12 2.10 and 4.044.2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Subsidiary Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Upon Legal Defeasance as provided herein, the Guaranty of each Subsidiary Guarantor and the pledge of the Pledged Collateral shall be fully released and discharged and the Trustee shall promptly execute and deliver to the Company any documents reasonably requested by the Company to evidence or effect the foregoing. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 8.3 with respect to the Securities of a seriesSecurities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 8.2 with respect to a series Securities of Securitiesany series, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations Obligations with respect to all outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released and relieved from all of its Obligations under its Security Guarantee with respect to such series. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofwith respect to such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) of this Section 8.03below, and to have satisfied all their its other obligations under the Securities with respect to such Securities series and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of with respect to such series to receive receive, solely from the trust fund described in Section 8.06Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Additional Amounts, if any, on such Securities when such payments are due, (b) the Company’s obligations Obligations with respect to such Securities under Article II and Sections 2.06, 2.09, 2.10, 2.12 and 4.043.1 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (includingtherewith, but not limited to, Section 7.07) and (d) the optional redemption provisions, if any, with respect to such Securities, and (e) this Article EightVIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Securities with respect to such series may not be accelerated because of an Event of Default. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.038.2, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.068.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are due, (bii) the Company’s 's obligations with respect to such Securities under Sections 2.062.4, 2.092.6, 2.102.7, 2.12 2.10 and 4.044.2 hereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 7.7 hereof, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (div) this Article Eight8. Upon Legal Defeasance as provided herein, the Guarantee of each Guarantor shall be fully released and discharged and the Trustee shall promptly execute and deliver to the Company any documents reasonably requested by the Company to evidence or effect the foregoing. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 8.3 hereof with respect to the Securities of a seriesSecurities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Notes (including the Guarantees) on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of Notes (including the applicable series and any Guarantees thereofGuarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and through (bd) of this Section 8.03below, and to have satisfied all their other obligations under such Securities Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, Additional Interest, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series Notes and Note Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations Obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released and relieved from all of its Obligations under its Note Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive receive, solely from the trust fund described in Section 8.06Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onSpecial Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations Obligations with respect to such Securities Notes under Article II and Sections 2.06, 2.09, 2.10, 2.12 3.1 and 4.043.14 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (includingtherewith, but not limited to, Section 7.07) and (d) the optional redemption provisions of this Indenture, and (e) this Article EightVIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series 8.02, each of Securities, the Company shall and the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes and Subsidiary Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s 's and Guarantors' obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations Obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released from all of its Obligations under its Subsidiary Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities and the Notes, this Indenture and the Security Documents (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive receive, solely from the trust fund described in Section 8.06Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s obligations and the Guarantors’ Obligations with respect to such Securities Notes under Article II and Sections 2.06, 2.09, 2.10, 2.12 3.1 and 4.043.13 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent hereunder and the Company’s and the Guarantors’ obligations in connection therewith (includingtherewith, but not limited to, Section 7.07) and (d) the optional redemption provisions of this Indenture, and (e) this Article EightVIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 10.1 hereof of the option applicable to this Section 8.03 10.2 with respect to a series the Outstanding Securities of Securitiesany series, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Outstanding Securities of such series as to which this option provided in Section 10.1 is exercised, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities such Outstanding Securities, and this Indenture shall cease to be of the applicable series and any Guarantees thereoffurther effect as to all such Outstanding Securities, which shall thereafter except as to be deemed to be “outstanding” Outstanding only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and the Company shall be deemed to have satisfied all their other of its obligations under such Outstanding Securities and this Indenture with respect to such Securities (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Securities of such series to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are duedue from the trust described in Section 10.5, (b) the Company’s obligations with respect to such Securities under Sections 2.063.4, 2.093.5, 2.103.6, 2.12 3.7, 3.8, 3.10, 6.2, 10.5, 10.6 and 4.0410.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (includingtherewith. If the Company exercises its option under this Section 10.2 with respect to the Outstanding Securities of any series, but then payment of the Securities of such series may not limited to, Section 7.07) and (d) this Article Eightbe accelerated because of an Event of Default. Subject to compliance with this Article EightX, the Company may exercise its option under this Section 8.03 10.2 notwithstanding the prior exercise of its option under Section 8.04 10.3 hereof with respect to the Securities of a seriessuch Securities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes and all obligations of such series the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofNote Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onAdditional Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.06Article Two concerning issuing temporary Notes, 2.09registration of Notes and mutilated, 2.10destroyed, 2.12 lost or stolen Notes and 4.04the Company’s obligations under Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise ------------------------------ under Section 8.02 8.1 of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance ---------------- means that the Company shall be deemed to have paid and discharged all the entire Indebtedness represented by Obligations relating to the outstanding Securities of Notes and the applicable series and any Guarantees thereof, which Notes shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.6, Section 8.8 and the other Sections of this Indenture referred to below in clauses (a) and (b) of this Section 8.038.2, and to have satisfied all of their other obligations under such Securities Notes and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the Accreted Value or principal of, premium, if any, interest, Additional Amounts, if any, and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, due or on the Redemption Date solely out of the trust created pursuant to this Indenture; (b) the Company’s 's obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Securities under Sections 2.06Notes, 2.09mutilated, 2.10destroyed, 2.12 lost or stolen Notes and 4.04, 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 Trustee, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) therewith; and (d) this Article EightVIII and the obligations set forth in Section 8.6 hereof. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 8.3 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 10.1 hereof of the option applicable to this Section 8.03 10.2 with respect to a series the Outstanding Securities of Securitiesany series, the Company and any guarantor of the Securities shall be deemed to have been discharged from its obligations with respect to all outstanding Outstanding Securities of such series as to which this option provided in Section 10.1 is exercised, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities such Outstanding Securities, and this Indenture shall cease to be of the applicable series and any Guarantees thereoffurther effect as to all such Outstanding Securities, which shall thereafter except as to be deemed to be “outstanding” Outstanding only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and the Company and any guarantor of the Securities shall be deemed to have satisfied all their other of its obligations under such Outstanding Securities and this Indenture with respect to such Securities (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Securities of such series to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are duedue from the trust described in Section 10.5, (b) the Company’s obligations with respect to such Securities under Sections 2.063.4, 2.093.5, 2.103.6, 2.12 3.7, 3.8, 3.10, 6.2, 10.5, 10.6 and 4.0410.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eighttherewith. Subject to compliance with this Article EightX, the Company may exercise its option under this Section 8.03 10.2 notwithstanding the prior exercise of its option under Section 8.04 10.3 hereof with respect to the Securities of a seriessuch Securities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 1201 of the option applicable to this Section 8.03 with respect to a series of Securities1202, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Outstanding Notes and each Guarantor shall be deemed to have been discharged from its obligations with respect to its Guarantee on the date all the conditions set forth below in Section 1204 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and any such Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofOutstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.06 1205 and the other Sections of this Indenture referred to in clauses (aA) and (bB) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense and upon the written request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (aA) the rights of Holders of outstanding Securities of such series Outstanding Notes to receive payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes when such payments are due, solely from the trust fund described in Section 8.06, 1204 and as more fully set forth in such Section, payments in respect of the principal of, and any premium and interest on, such Securities when such payments are due, (bB) the Company’s obligations with respect to such Securities Notes under Sections 2.06304, 2.09305, 2.10310, 2.12 1002 and 4.041003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (includingtherewith, but not limited toincluding without limitation under Article six hereof, Section 7.07) and (dD) this Article EightTwelve. Subject to compliance with this Article EightTwelve, the Company may exercise its option under this Section 8.03 1202 notwithstanding the prior exercise of its option under Section 8.04 1203 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 1401 hereof of the option applicable to this Section 8.03 with respect to a series of Securities1402, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 1404 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such a series on the date all the conditions set forth below are satisfied (hereinafterhereafter, “Legal Defeasance”)) and each Subsidiary Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the such outstanding Securities series of the applicable series and any Guarantees thereofSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes purpose of Section 8.06 1405 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.061404 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and any premium and interest onAdditional Amounts, if any, on such Securities when such payments are due, (b) the Company’s obligations with respect to such Securities under Section 304, 305, 306 and Sections 2.06, 2.09, 2.10, 2.12 1002 and 4.041003 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightFourteen. If the Company exercises under Section 1401 hereof the option applicable to this Section 1402, subject to the satisfaction of the conditions set forth in Section 1404 hereof, payment of the series of Securities affected by such exercise may not be accelerated because of an Event of Default. Subject to compliance with this Article EightFourteen, the Company may exercise its option under this Section 8.03 1402, notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series1403 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 1401 hereof of the option applicable to this Section 8.03 with respect to a series of Securities1402, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 1404 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such a series on the date all the conditions set forth below are satisfied (hereinafterhereafter, “Legal Defeasance”)) and each Subsidiary Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the such outstanding Securities series of the applicable series and any Guarantees thereofSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes purpose of Section 8.06 1405 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.061404 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and any premium and interest onAdditional Amounts, if any, on such Securities when such payments are due, (b) the Company’s obligations with respect to such Securities under Section 304, 305, 306 and Sections 2.06, 2.09, 2.10, 2.12 1002 and 4.041003 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightFourteen. If the Company exercises under Section 1401 hereof the option applicable to this Section 1402, subject to the satisfaction of the conditions set forth in Section 1404 hereof, payment of the series of Securities affected by such exercise may not be accelerated because of an Event of Default. Subject to compliance with this Article EightFourteen, the Company may exercise its option under this Section 8.03 1402, notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series1403 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 12.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities12.2, the Company shall and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 12.4, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Outstanding Senior Notes (including the Subsidiary Guarantees) on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and each of the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofOutstanding Senior Notes, which shall thereafter be deemed to be “outstanding” "Outstanding" only for the purposes of Section 8.06 12.5 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and the Company shall be deemed to have satisfied all their its other obligations under such Securities the Senior Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Outstanding Senior Notes to receive solely from the trust fund described in Section 8.0612.4, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, (including any Additional Interest) on such Securities Senior Notes as and when such payments are due, (b) the Company’s 's obligations with respect to such Securities Senior Notes under Sections 2.063.5, 2.093.6, 2.103.7, 2.12 9.2, 9.3 and 4.049.5, (c) the rights, powers, trusts, duties and immunities of the Trustee and any Authenticating Agent hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightArticle. Subject to compliance with this Article EightArticle, the Company may exercise its option under this Section 8.03 12.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series12.3.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes and all obligations of such series the Guarantors shall be deemed to have been discharged with respect to their obligations under the Subsidiary Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofSubsidiary Guarantees, respectively, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article Two and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise by the Issuers under Section 8.02 12.01 of the option applicable to this Section 8.03 with respect to a series of Securities12.02, the Company ----- ----- Issuers shall be deemed to have been discharged from its obligations any and all Obligations with respect to all outstanding Securities Outstanding Notes (and any Subsidiary Guarantor will be discharged from any and all Obligations in respect of such series its Subsidiary Guarantee) on the date which is the 123rd day after the deposit referred to in Section 12.04(a); provided that all of the conditions set forth below are satisfied ----- (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofOutstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 12.05 hereof and the ----- other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.0312.02, and to have satisfied all their its other obligations under such Securities Notes ----- and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series Outstanding Notes to receive solely from the trust fund described in Section 8.0612.04 hereof, and as more fully ----- set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, and Liquidated Damages on such Securities Notes when such payments are due, (bii) the Company’s obligations of the Issuers with respect to such Securities Notes under Sections 2.061.06, 2.092.03, 2.103.03, 2.12 3.04, 3.05, 3.06, 3.13, 3.14, 4.01, 4.02, 4.03 and 4.04---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- 12.05 hereof, (ciii) the rights, powers, trusts, duties and immunities of the ----- Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 7.08 hereof, and the Company’s obligations of the Issuers in connection therewith (including, but not limited to, Section 7.07) and (d) with this Article Eight12. Subject to compliance with this Article Eight12, the Company -- -- Issuers may exercise its their option under this Section 8.03 12.02 notwithstanding the ----- prior exercise of its their option under Section 8.04 12.03 hereof with respect to the Securities of a series----- Notes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series 8.2, each of Securities, the Company shall and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes and Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged all amounts owed under the outstanding Notes and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofGuarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.4 hereof, and as more fully set forth in such SectionSection 8.4, payments in respect of the principal of, and any premium premium, if any, and interest on(and Liquidated Damages, if any) on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.062.6, 2.09, 2.10, 2.12 2.7 and 4.042.10 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations Obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released from all of its Obligations under its Subsidiary Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive receive, solely from the trust fund described in Section 8.06Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onAdditional Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations and the Guarantors’ Obligations with respect to such Securities Notes under Article II and Sections 2.06, 2.09, 2.10, 2.12 3.1 and 4.043.13 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (includingtherewith, but not limited to, Section 7.07) and (d) the optional redemption provisions of this Indenture, and (e) this Article EightVIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations Obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”)") and each Guarantor shall be released from all of its Obligations under its Subsidiary Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (be) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive receive, solely from the trust fund described in Section 8.06Sections 8.4 and 8.5 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onAdditional Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations 's and the Guarantors' Obligations with respect to such Securities Notes under Article II and Sections 2.06, 2.09, 2.10, 2.12 3.1 and 4.043.14 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors' obligations in connection therewith (includingtherewith, but not limited to, Section 7.07) and (d) the optional redemption provisions of this Indenture, and (e) this Article EightVIII. If the Company exercises under Section 8.1 hereof the option applicable to this Section 8.2, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the applicable conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all 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, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and premium, if any, or interest on, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04the payment terms of the Notes, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. 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 Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.02 1301 of the option applicable to this Section 8.03 with respect to a series 1302, each of Securities, the Company Co-Issuers and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to all Outstanding Notes and the Guarantees, and the Collateral will be released from the Lien securing the Notes outstanding Securities of such series under this Indenture, on the date all the conditions set forth below in Section 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Company Co-Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofOutstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.06 1305 and the other Sections of this Indenture referred to in clauses (a1) and (b2) of this Section 8.03below, and the Guarantees and to have satisfied all their its other obligations under such Securities and Notes, the 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 CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Securities of such series Outstanding Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, solely out of the trust described in Section 1304 (bincluding, but not limited to the Issuer’s obligation to pay an Applicable Premium Deficit, if applicable), (2) the CompanyIssuer’s and/or the Co-Issuer’s obligations with respect to such Securities Notes under Sections 2.06303, 2.09304, 2.10305, 2.12 1002 and 4.041003, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including Section 607), and the Company’s obligations of each of the Co-Issuers and the Guarantors in connection therewith (including, but not limited to, Section 7.07) and (d4) this Article EightThirteen. Subject to compliance with this Article EightThirteen, the Company Issuer may exercise its option under this Section 8.03 1302 notwithstanding the prior exercise of its option under Section 8.04 1303 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes and all obligations of such series the Guarantors discharged with respect to the Note Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of Notes and the applicable series and any Guarantees thereofNote Guarantees, respectively, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture Agreement referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture Agreement (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, fees and any premium Additional Interest, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Article II and Sections 2.064.02, 2.094.12, 2.108.05, 2.12 8.06 and 4.048.07 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the under the Security Documents and the Company’s 's and Guarantor's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 1301 of the option applicable to this Section 8.03 with respect to a series 1302, each of Securities, the Company and the Guarantors shall be deemed to have been discharged from its respective obligations with respect to all outstanding Securities of such series Outstanding Notes on the date all the conditions set forth below in Section 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of Outstanding Notes (including the applicable series and any Guarantees thereofGuarantees), which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.06 1305 and the other Sections of this Indenture referred to in clauses (aA) and (bB) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, the Guarantees and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (aA) the rights of Holders of outstanding Securities of such series Outstanding Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal ofof (and premium, and any premium if any, on) and interest on, on such Securities Notes when such payments are due, solely out of the trust described in Section 1304, (bB) the Company’s obligations with respect to such Securities Notes under Sections 2.06304, 2.09305, 2.10306, 2.12 1002 and 4.041003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations of each of the Company and the Guarantors in connection therewith (including, but not limited to, Section 7.07) and (dD) this Article EightThirteen. Subject to compliance with this Article EightThirteen, the Company may exercise its option under this Section 8.03 1302 notwithstanding the prior exercise of its option under Section 8.04 1303 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company and the Guarantors, if any, shall be deemed to have been discharged from its their respective obligations with respect to all Notes and Subsidiary Guarantees then outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance defeasance means that the Company and any Guarantor shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series Notes and any Subsidiary Guarantees thereofoutstanding, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (aA) and (bB) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Notes then outstanding Securities of such series to receive solely from the trust fund described in Section 8.06, 8.04 and as more fully set forth in such Section, payments in respect of the principal ofof (and premium, if any), interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, or on the Redemption Date, as the case may be, (bB) the Company’s 's obligations with respect to such Securities Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.092.07, 2.10, 2.12 4.02 and 4.044.03, (cC) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (dD) this Article Eight8. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series.this

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all Notes and Subsidiary Guarantees then outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofSubsidiary Guarantee then outstanding, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their other obligations under such Securities Notes and Subsidiary Guarantees, and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments prepared by the Company acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of Notes then outstanding Securities of such series to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, or on the Redemption Date, as the case may be, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.092.07, 2.10, 2.12 4.02 and 4.044.03 hereof, (c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 8 .03 hereof with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 9.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities9.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 9.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Senior Subordinated Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSenior Subordinated Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 9.05 and the other Sections of this Indenture referred to in clauses (ai) and through (biv) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Senior Subordinated Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities holders of such series outstanding Senior Subordinated Notes to receive receive, solely from the trust fund described in Section 8.06, and as more fully set forth in such Section9.05, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Senior Subordinated Notes when such payments are due, (bii) the Company’s 's obligations with respect to such Securities the Senior Subordinated Notes under Sections 2.06, 2.09, 2.10, 2.12 Article Two and 4.04Section 4.02 hereof, (ciii) the rights, powers, truststrust, duties and immunities of the Trustee hereunder Trustee, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (div) this Article EightNine. Subject to compliance with this Article EightNine, the Company may exercise its option under this Section 8.03 9.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series9.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.03 hereof of the option applicable to this Section 8.03 with respect to a series 8.04, each of Securities, the Company shall and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.06 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes and, as applicable, its Subsidiary Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of Notes, and to the applicable series and any Guarantees thereofextent applicable, represented by the Subsidiary Guarantees, which in each case shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.07 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes or Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.06 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest and Liquidated Damages, if any, on, such Securities Notes when such payments are duedue (but not the Change of Control Payment or the payment pursuant to an Asset Sale Offer), (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.062.03, 2.092.04, 2.102.07, 2.12 2.10 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.04 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.05 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect 8.02, subject to a series the satisfaction of Securitiesthe conditions set forth in Section 8.04, the Company shall be deemed to have been discharged from all of its obligations with respect to all outstanding Securities of such series Notes, this Indenture and the Security Documents and the Guarantors shall be deemed to have been discharged from their obligations with respect to their Subsidiary Guarantees, this Indenture and the Security Documents and all Notes Liens released on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.038.05, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for ; provided that the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and or interest onor premium, if any, on such Securities Notes when such payments are due, due from the trust referred to in Section 8.05; (b) the Company’s obligations with respect to such Securities under Sections 2.06the Notes concerning issuing temporary Notes, 2.09registration of Notes, 2.10mutilated, 2.12 destroyed, lost or stolen Notes and 4.04, 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 Trustee, and the Company’s and the Guarantor’s obligations in connection therewith (including, but not limited to, Section 7.07) therewith; and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.02 1201 of the option applicable to this Section 8.03 with respect to a series of Securities1202, the Company Issuers shall be deemed to have been discharged from its any and all obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below in Section 1204 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 1205 and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series Notes to receive receive, solely from the trust fund described in Section 8.06, 1204 and as more fully set forth in such Section, payments in respect of the principal ofof (and premium, and any premium if any, on) and interest on, on such Securities Notes when such payments are due, (bii) the Company’s Issuers’ obligations with respect to such Securities Notes under Sections 2.06304, 2.09305, 2.10310, 2.12 1002 and 4.041003, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s Issuers’ obligations in connection therewith (including, but not limited to, Section 7.07) and (div) this Article EightTwelve. If the Issuers exercise their Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article EightTwelve, the Company Issuers may exercise its their option under this Section 8.03 1202 notwithstanding the prior exercise of its their option under Section 8.04 1203 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor, if any, shall be released from all of its obligations under its Subsidiary Guaranty. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and any premium and interest on, Additional Interest on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Article 2 and Sections 2.06, 2.09, 2.10, 2.12 4.01 and 4.044.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantor’s, if any, obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. If the Company exercises under Section 8.01 the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Issuers shall, subject to the satisfaction of the applicable conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Notes on the date all 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, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their other obligations under such Securities the Notes and this Indenture (and the Trustee, on written demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and premium, if any, or interest on, on such Securities Notes when such payments are due, (b) the Company’s Issuers’ obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04the payment terms of the Notes, (c) the rights, powers, trusts, duties duties, indemnification and immunities of the Trustee hereunder and the Company’s Issuers’ obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. 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 with respect thereto. Subject to compliance with this Article Eight8, the Company Issuers may exercise its their option under this Section 8.03 8.02 notwithstanding the prior exercise of its their option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Subsidiary Guarantor shall be released from all of its obligations under its Subsidiary Guarantee. For this purpose, such Legal Defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and interest onpremium, if any, or interest, if any, on such Securities Notes when such payments are due, (b) the CompanyIssuer’s obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.01 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the CompanyIssuer’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. If the Issuer 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 Eight8, the Company Issuer may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series Notes and Note Guarantee on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofNote Guarantee, which shall thereafter be deemed to be “outstanding” "OUTSTANDING" only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their respective other obligations under such Securities Notes and Note Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Liquidated Damages, if any, on such Securities Notes when such payments are due, due from the trust referred to in Section 8.04(a); (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.092.07, 2.10, 2.12 2.10 and 4.04, 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 Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) the provisions of this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 10.01 hereof of the option applicable to this Section 8.03 with respect to a series of SecuritiesSection, the Company shall be deemed to have been discharged from its obligations any and all Obligations with respect to all outstanding Securities Notes (and any Guarantor will be discharged from any and all Obligations in respect of such series its Subsidiary Guarantee) on the date which is the 123rd day after the deposit referred to in Section 10.04(a); provided that all of the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 10.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) of this Section 8.03Section, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a1) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.0610.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, (b2) the Company’s 's obligations with respect to such Securities Notes under Sections 2.01, 2.02, 2.05, 2.06, 2.092.07, 2.08, 2.10, 2.12 3.01, 3.02, 3.04 and 4.0410.05 hereof, (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 5.07 hereof, and (4) the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) with this Article EightTen. Subject to compliance with this Article EightTen, the Company may exercise its option under this Section 8.03 notwithstanding the prior exercise of its option under Section 8.04 10.03 hereof with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and each Subsidiary Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series Senior Notes and Subsidiary Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and each Subsidiary Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Senior Notes and any Guarantees thereofSubsidiary Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their respective other obligations under such Securities Senior Notes and Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Senior Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Liquidated Damages, if any, on such Securities Senior Notes when such payments are due, due from the trust referred to in Section 8.04(a); (b) the Company’s 's obligations with respect to such Securities Senior Notes under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.092.07, 2.10, 2.12 2.10 and 4.04, 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 Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) the provisions of this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Senior Subordinated Notes and to have each Guarantor's obligations discharged with respect to its Senior Subordinated Note Guarantee on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSenior Subordinated Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 hereof and the other Sections sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Senior Subordinated Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Senior Subordinated Notes to receive solely from the trust fund described in Section 8.068.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Liquidated Damages, if any, on such Securities Senior Subordinated Notes when such payments are due, (b) the Company’s Issuers' obligations with respect to such Securities Senior Subordinated Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and any Agent hereunder and the Company’s Issuers' and any Guarantors' obligations in connection therewith (therewith, including, but not limited towithout limitation, Article 7 and Section 7.07) 8.5 and 8.7 hereunder, and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company Issuers may exercise its their option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective Obligations and certain other obligations with respect to all outstanding Securities of such series Notes and Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03sentence below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, and Liquidated Damages on such Securities Notes when such payments are duedue (but not the Change of Control Payment or the Offer Amount), (b) the Company’s Issuers' obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuers' and the Subsidiary Guarantors' obligations in connection therewith (includingtherewith, but not limited to, Section 7.07) and (d) the Issuers' rights of optional redemption and (e) this Article Eight8. Subject to compliance with this Article Eight8, the Company Issuers may exercise its the option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of Notes, or such series specified principal amount thereof, on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees Notes, or such specified principal amount thereof, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes, and any premium and interest onLiquidated Damages payable with respect thereto, such Securities when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations Obligations with respect to all outstanding Securities of such series Notes on the date all 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, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations Obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and premium, if any, or interest on, on such Securities Notes when such payments are due, (b) the Company’s obligations 's Obligations with respect to such Securities Notes under Article 2 and Sections 2.06, 2.09, 2.10, 2.12 4.01 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including under Section 7.07) and the Company’s obligations 's and the Guarantors' Obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. 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 Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Notes and Note Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofNote Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their other obligations under such Securities Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Additional Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the Company's rights of optional redemption under Section 3.07, (d) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) and (de) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise ------------------------------ under Section 8.02 8.1 of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance ---------------- means that the Company shall be deemed to have paid and discharged all the entire Indebtedness represented by Obligations relating to the outstanding Securities of Notes and the applicable series and any Guarantees thereof, which Notes shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.6, Section 8.8 and the other Sections of this Indenture referred to below in clauses (a) and (b) of this Section 8.038.2, and to have satisfied all of their other obligations under such Securities Notes and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest, Additional Amounts, if any, and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, due or on the Redemption Date solely out of the trust created pursuant to this Indenture; (b) the Company’s 's obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Securities under Sections 2.06Notes, 2.09mutilated, 2.10destroyed, 2.12 lost or stolen Notes and 4.04, 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 Trustee, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) therewith; and (d) this Article EightVIII and the obligations set forth in Section 8.6 hereof. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 8.3 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes of such series any tranche on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities Notes of the applicable series and any Guarantees thereofsuch tranche, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their other of its obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities Notes of such series tranche to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, due from the trust referred to below; (b) the Company’s 's obligations with respect to the Notes of such Securities under Sections 2.06tranche concerning issuing temporary Notes, 2.09registration of Notes, 2.10mutilated, 2.12 destroyed, lost or stolen Notes and 4.04, 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 Trustee, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) therewith; and (d) the Legal Defeasance provisions of this Article EightIndenture. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series Notes and any Subsidiary Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities Notes and the Subsidiary Guarantees and cured all existing Events of the applicable series and any Guarantees thereofDefault, which shall will thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any or interest or premium and interest onSpecial Interest, if any, on such Securities Notes when such payments are due, due from the trust referred to in Section 8.04 hereof; (b) the Company’s 's and the Guarantors' obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04, Section 4.02 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Company’s 's and the Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) therewith; and (d) the provisions of this Article Eight8 pertaining to Legal Defeasance. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released from all of its obligations under its Subsidiary Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and premium, if any, or interest on, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.063.06, 2.09, 2.10, 2.12 3.07 and 4.043.10 and Sections 5.01 and 5.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. If the Company exercises under Section 8.01 hereof the option applicable to this Section 9.02, 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 Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 82 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.038.2, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.068.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are due, (bii) the Company’s 's obligations with respect to such Securities under Sections 2.062.4, 2.092.6, 2.102.7, 2.12 2.10 and 4.044.2 hereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 7.7 hereof, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (div) this Article Eight8. Upon Legal Defeasance as provided herein, the Guarantee of each Guarantor shall be fully released and discharged and the Trustee shall promptly execute and deliver to the Company any documents reasonably requested by the Company to evidence or effect the foregoing. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 8.3 hereof with respect to the Securities of a seriesSecurities.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all 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, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: hereunder (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and any premium and interest onAdditional Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Article 2 and Sections 2.06, 2.09, 2.10, 2.12 4.01 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. 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 Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Owner Lessor's exercise under Section 8.02 11.1 hereof of the option applicable to this Section 8.03 with respect to a series of Securities11.2, the Company shall Owner Lessor shall, subject to the satisfaction of the conditions set forth in Section 11.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Lessor Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Owner Lessor shall be deemed to have paid and discharged the entire Indebtedness represented by the Debt Service Reserve Letter of Credit and by the outstanding Securities of the applicable series and any Guarantees thereofLessor Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 11.5 hereof and the other Sections of this Lease Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Lessor Notes and this Lease Indenture (and the TrusteeLease Indenture Trustee or the Security Agent, as applicable, on demand of and at the expense of the CompanyOwner Lessor, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders Noteholders of outstanding Securities of such series Lessor Notes to receive solely from the trust fund described in Section 8.0611.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Lessor Notes when such payments are due, (b) the Company’s Owner Lessor's obligations with respect to such Securities Lessor Notes under Sections 2.06, 2.09, 2.10, 2.12 and 4.04Article 2 hereof, (c) the rights, powers, trusts, duties and immunities of the Security Agent, the Lease Indenture Trustee and any Agent hereunder and the Company’s Owner Lessor's obligations in connection therewith (therewith, including, but not limited towithout limitation, Article 8 and Section 7.07) 11.5 and 11.7 hereunder, and (d) this Article Eight11. Subject to compliance with this Article Eight11, the Company Owner Lessor may exercise its option under this Section 8.03 11.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series11.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Restricted Subsidiaries will, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its their respective obligations with respect to all Notes and Subsidiary Guarantees then outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, purpose such Legal Defeasance means that the Company shall and each Restricted Subsidiary will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Subsidiary Guarantees thereofoutstanding, which shall will thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.038.02, and to have satisfied all their other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunderpursuant to this Indenture: (ai) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are duedue or on any redemption date, as the case may be, solely from amounts deposited with the Trustee as provided in Section 8.04, (bii) the Company’s 's obligations with respect to such Securities the Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.092.07, 2.10, 2.12 4.01 and 4.044.02 hereof, (ciii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (div) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.

Legal Defeasance and Discharge. Upon the Company’s Stater Bros.' exercise under Section 8.02 8.01 hereof of the option ------------ applicable to this Section 8.03 with respect 8.02, Stater Bros. shall, subject to a series the satisfaction ------------ of Securitiesthe conditions set forth in Section 8.04 hereof, the Company shall be deemed to have been ------------ discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Stater Bros. shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture ------------ referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyStater Bros., shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06------- 8.04 hereof, and as more fully set forth in such Section, payments in respect of ---- the principal of, and any premium premium, if any, and interest onand Liquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s Stater Bros.' obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, --------- ------------ powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Stater Bros.' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to --------- compliance with this Article Eight8, the Company Stater Bros. may exercise its option under this --------- Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 ------------ ------------ hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series Notes and Subsidiary Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofSubsidiary Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all of their other respective obligations under such Securities Notes, Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such SectionSection 8.04, payments in respect of the principal ofof and premium, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series 8.2, each of Securities, the Company shall and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes and Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of Notes and the applicable series Guarantors shall be deemed to have paid and any Guarantees thereofdischarged the entire Indebtedness represented by the outstanding Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Liquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article II and 4.04Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s Co-Issuers' exercise under Section 8.02 8.01 of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Co-Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company Co-Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyCo-Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and premium, if any, or interest on, on such Securities Notes when such payments are due, (b) the Company’s Co-Issuers' obligations with respect to such Securities Notes under Article 2 and Sections 2.06, 2.09, 2.10, 2.12 4.01 and 4.044.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Co-Issuers' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. If the Co-Issuers exercise under Section 8.01 the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article Eight8, the Company Co-Issuers may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 of the option applicable provided under Section 12.01 hereof to defease the outstanding Securities of a particular series under this Section 8.03 with respect to a series of Securities12.02, the Company shall be deemed to have been discharged from its obligations with respect to all such outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofsuch series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 12.05 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.0312.02, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, Company shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.0612.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are due, (bii) the Company’s obligations with respect to such Securities under Sections 2.063.06, 2.093.07, 2.103.08(a), 2.12 3.09, 3.11, and 4.0412.05 hereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 5.07 hereof, and the Company’s obligations in 41 connection therewith (including, but not limited to, Section 7.07) and (d) with this Article Eight12. Subject to compliance with this Article Eight12, the Company may exercise its option under this Section 8.03 12.02 notwithstanding the prior exercise of its option under Section 8.04 12.03 hereof with respect to the Securities of a such series.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and any premium accrued and unpaid interest on, and Liquidated Damages on such Securities Notes when such payments are due, (bdue from the trust referred to below,(b) the Company’s 's obligations with respect to such Securities under Sections 2.06the Notes concerning issuing temporary Notes, 2.09registration of Notes, 2.10mutilated, 2.12 destroyed, lost or stolen Notes and 4.04the 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 Trustee, and the 61 70 Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released from all of its obligations under its Subsidiary Guarantee. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a), (b), (c) and (bd) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and any premium and interest onAdditional Interest, if any, on such Securities Notes when such payments are due, (b) the Company’s obligations with respect to such Securities Notes under Sections Section 2.06, 2.09, 2.10, 2.12 2.07 and 4.042.10 and Sections 4.01 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. 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 Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 1201 of the option applicable to this Section 8.03 with respect to a series of Securities1202, the Company and any Guarantor shall be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below in Section 1204 are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and any such Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 1205 and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series Notes to receive receive, solely from the trust fund described in Section 8.06, 1204 and as more fully set forth in such Section, payments in respect of the principal ofof (and premium, and any premium if any, on) and interest on, on such Securities Notes when such payments are due, (bii) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06304, 2.09305, 2.10310, 2.12 1002 and 4.041003, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (div) this Article EightTwelve. If the Company or any Guarantor exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default. 100 Subject to compliance with this Article EightTwelve, the Company or any Guarantor may exercise its option under this Section 8.03 1202 notwithstanding the prior exercise of its option under Section 8.04 1203 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Senior Subordinated Notes or Guarantees, as the case may be, on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSenior Subordinated Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Senior Subordinated Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Senior Subordinated Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal ofof and premium, interest and any premium and interest onLiquidated Damages, such Securities if any, on Senior Subordinated Notes when such payments are duedue from the trust described in Section 8.04 hereof, (b) the Company’s 's obligations with respect to such Securities under Sections 2.06the Senior Subordinated Notes concerning issuing temporary Senior Subordinated Notes, 2.09registration of Senior Subordinated Notes, 2.10mutilated, 2.12 destroyed, lost or stolen Senior Subordinated Notes and 4.04the 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 Trustee, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective obligations with respect to all Notes and Subsidiary Guarantees then outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, purpose such Legal Defeasance defeasance means that the Company and any Guarantor shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series Notes and any Subsidiary Guarantees thereofoutstanding, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.038.02, and to have satisfied all their its other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are duedue or on the redemption date, as the case may be, solely from amounts deposited with the Trustee as provided in Section 8.04 hereof, (bii) the Company’s 's obligations with respect to such Securities the Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.092.07, 2.10, 2.12 4.02 and 4.044.03 hereof, (ciii) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (div) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.02.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes and all obligations of such series the Guarantors shall be deemed to have been discharged with respect to their obligations under the Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes and any Guarantees thereofGuarantees, respectively, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on reasonable demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06Article 2 concerning issuing temporary Notes, 2.09registration of Notes and mutilated, 2.10destroyed, 2.12 lost or stolen Notes and 4.04Company's obligations under Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's ------------------------------ exercise under Section 8.02 8.1 of the option applicable to this Section 8.03 with respect to a series of Securities8.2, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For ---------------- this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged all the entire Indebtedness represented by Obligations relating to the outstanding Securities of Notes and the applicable series and any Guarantees thereof, which Notes shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.6, Section 8.8 and the other Sections of this Indenture referred to below in clauses (a) and (b) of this Section 8.038.2, and to have satisfied all of their other obligations under such Securities Notes and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest, Additional Amounts, if any, and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, due or on the Redemption Date solely out of the trust created pursuant to this Indenture; (b) the Company’s 's obligations with respect to Notes concerning issuing temporary Notes, or, where relevant, registration of such Securities under Sections 2.06Notes, 2.09mutilated, 2.10destroyed, 2.12 lost or stolen Notes and 4.04, 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 Trustee, and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) therewith; and (d) this Article EightVIII and the obligations set forth in Section 8.6 hereof. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 8.3 with respect to the Securities of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series 8.2, each of Securities, the Company shall and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes and Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged all amounts owed under the outstanding Notes, and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofGuarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the 109 same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.4 hereof, and as more fully set forth in such SectionSection 8.4, payments in respect of the principal of, and any premium premium, if any, and interest on(and Liquidated Damages, if any) on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.062.6, 2.09, 2.10, 2.12 2.7 and 4.042.10 and Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor, if any, shall be released from all of its obligations under its Subsidiary Guaranty. For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Securities of the applicable series and any Guarantees thereofSecurities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such the Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.068.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and any premium and interest on, Additional Interest on such Securities when such payments are due, (b) the Company’s obligations with respect to such Securities under Article 2 and Sections 2.06, 2.09, 2.10, 2.12 4.01 and 4.044.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantor’s, if any, obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. If the Company exercises under Section 8.01 the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Securities may not be accelerated because of an Event of Default. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Senior Subordinated Notes and to have each Guarantor's obligation discharged with respect to its Senior Subsidiary Guarantee on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofSenior Subordinated Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Senior Subordinated Note Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Senior Subordinated Notes and this Senior Subordinated Note Indenture (and the Senior Subordinated Note Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Senior Subordinated Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Liquidated Damages, if any, on such Securities Senior Subordinated Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Senior Subordinated Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Senior Subordinated Note Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 of the option applicable provided under Section 12.01 hereof to defease the outstanding Securities of a particular series under this Section 8.03 with respect to a series of Securities12.02, the Company shall be deemed to have been discharged from its obligations with respect to all such outstanding Securities of such series on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofsuch series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 12.05 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) of this Section 8.0312.02, and to have satisfied all their its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, Company shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series to receive solely from the trust fund described in Section 8.0612.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities when such payments are due, (bii) the Company’s obligations with respect to such Securities under Sections 2.063.06, 2.093.07, 2.103.08(a), 2.12 3.09, 3.11, and 4.0412.05 hereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 5.07 hereof, and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) with this Article Eight12. Subject to compliance with this Article Eight12, the Company may exercise its option under this Section 8.03 12.02 notwithstanding the prior exercise of its option under Section 8.04 12.03 hereof with respect to the Securities of a such series.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes and the Note Guarantees on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of Notes and the applicable series and any Guarantees thereofNote Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium and Liquidated Damages, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article Two and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Issuers, the Parent Guarantor and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their respective Obligations and certain other obligations with respect to all outstanding Securities of such series Notes and Note Guaranties, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuers, the Parent Guarantor and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03sentence below, and to have satisfied all their its other obligations under such Securities Notes, the Indenture and this Indenture other Note Documents (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, such Securities Notes when such payments are due, (b) the Company’s Issuers’ obligations with respect to such Securities Notes under Sections 2.06, 2.07, 2.09, 2.10, 2.12 2.14 and 4.044.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the CompanyIssuers’, the Parent Guarantor’s and the Subsidiary Guarantors’ obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Subject to compliance with this Article EightVIII, the Company Issuers may exercise its the option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.1 hereof of the option applicable to this Section 8.03 with respect to a series 8.2, each of Securities, the Company shall and the Guarantors, as applicable, shall, subject to the satisfaction of the applicable conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes and Guarantees, as applicable, on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of Notes and the applicable series Guarantors shall be deemed to have paid and any Guarantees thereofdischarged the entire Indebtedness represented by the outstanding Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes, such Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest onand Liquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article II and 4.04Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article EightVIII. Subject to compliance with this Article EightVIII, the Company may exercise its option under this Section 8.03 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuer's exercise under Section 8.02 8.10 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its their obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuer and the Subsidiary Guarantors, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunderhereunder or until the Notes have been paid in full: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, (b) the Company’s Issuer's and the Subsidiary Guarantors' obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuer's and the Subsidiary Guarantors' obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company Issuer may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 SECTION 8.1 of the option applicable to this Section 8.03 with respect to a series of SecuritiesSECTION 8.2, the Company shall and each Subsidiary Guarantor shall, subject to the satisfaction of the conditions set forth in SECTION 8.4 and continuance of certain provisions hereinafter referenced, be deemed to have been discharged from its their respective obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company and each Subsidiary Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 SECTION 8.5 and the other Sections of this Indenture referred to in clauses CLAUSES (ai) and AND (bii) of this Section 8.03SECTION 8.2, and the Company and each Subsidiary Guarantor shall be deemed to have satisfied all of their respective other obligations under such Securities Notes or any Subsidiary Guarantee (as applicable) and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06SECTION 8.4, and as more fully set forth in such Section, payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, ; (bii) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06SECTIONS 2.3, 2.092.4, 2.102.6, 2.12 2.7 and 4.04, 2.10 and SECTION 4.2; (ciii) the rights, powers, trusts, duties duties, obligations and immunities of the Trustee hereunder hereunder, including the Trustee's rights under SECTION 7.7, and the Company’s 's obligations in connection therewith therewith; (including, but not limited to, Section 7.07iv) SECTIONS 10.3 AND 10.7; and (dv) this Article EightARTICLE 8. Subject to compliance with this Article EightARTICLE 8, the Company may exercise its option under this Section 8.03 SECTION 8.2 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a seriesSECTION 8.3.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.02 8.01 of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its obligations with respect to all outstanding Securities Notes of such a series (including the related Guarantees) on the date all the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities Notes of such series (including the applicable series and any Guarantees thereofrelated Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 8.05 and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.038.02, and to have satisfied all their other obligations under such Securities Notes, the related Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities Notes of such series to receive solely from the trust fund described Funds in Trust (as defined in Section 8.06, 8.04 and as more fully set forth in such Section, ) payments in respect of the principal of, and any premium premium, if any, and interest on, on such Securities Notes when such payments are due, (b) subject to clause (a) of this Section 8.02, the Company’s obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article Two and 4.04Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 8.03. If the Company exercises its legal defeasance option pursuant to this Section 8.02 with respect to a series of Notes, the Subsidiary Guarantees will terminate with respect to such Notes, and payment of such Notes may not be accelerated pursuant to Section 6.02 because of an Event of Default with respect to such Notes. Subject to compliance with this Article Eight, the Company may exercise its option (if any) to have this Section 8.02 applied to any series of Notes notwithstanding the prior exercise of its option (if any) to have Section 8.03 applied to 104 such Notes. For the avoidance of doubt, it is understood that the Company may discharge their obligations with respect to one series of Notes without discharging their obligations with respect to the Securities other series of a seriesNotes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to its Guarantee, on the date all the conditions set forth in Section 8.04 below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series Notes, and any Guarantees thereof, each Guarantor shall be deemed to have paid and discharged its Guarantee (which in each case shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03, below) and to have satisfied all their its other obligations under such Securities Notes or Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.068.04 hereof, and as more fully set forth in such Section, payments in respect of the principal ofof and premium, if any, interest and any premium and interest onLiquidated Damages, if any, on such Securities Notes when such payments are due, (b) the Company’s 's obligations with respect to such Securities Notes under Sections 2.06, 2.09, 2.10, 2.12 Article 2 and 4.04Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight8. Subject to compliance with this Article Eight8, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.02 8.01 hereof of the option applicable to this Section 8.03 with respect to a series of Securities8.02, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such series Notes on the date all the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of the applicable series and any Guarantees thereofNotes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.06 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this Section 8.03below, and to have satisfied all their its other obligations under such Securities Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive such satisfaction and discharge until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such series Notes to receive solely from the trust fund described in Section 8.06, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and any premium accrued and unpaid interest on, and Liquidated Damages on such Securities Notes when such payments are due, (bdue from the trust referred to below,(b) the Company’s 's obligations with respect to such Securities under Sections 2.06the Notes concerning issuing temporary Notes, 2.09registration of Notes, 2.10mutilated, 2.12 destroyed, lost or stolen Notes and 4.04the 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 Trustee, and the 61 69 Company’s 's obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.03 8.02 notwithstanding the prior exercise of its option under Section 8.04 with respect to the Securities of a series8.03 hereof.