Common use of Legal Defeasance and Discharge Clause in Contracts

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

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

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper such instruments as reasonably requested by the Company acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, Additional Interest, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuer 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesNotes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes of such series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the CompanyIssuer’s and the Guarantors’ obligations in connection therewith and (d) the provisions of this Article 88 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Company Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, premium and interest on such Notes Securities when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the or any Guarantors’ obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Company Issuer and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company Issuer and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, premium and interest on such Notes Securities when such payments are due, (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes Securities under Article 2 and Section 4.02 4.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the CompanyIssuer’s and the or any Guarantors’ obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company Issuer may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 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 Securities when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and the Company’s and the or any Guarantors’ obligations in connection therewith therewith, and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Dollar Notes and Note Guarantees, as applicable, and/or Euro Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Dollar Notes and/or Euro Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) the provisions of this Article 88 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 402 hereof of the option applicable to this Section 8.02403, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 405 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Outstanding Securities of a series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesOutstanding Securities of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 406 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Outstanding Securities of any series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, if any, on such Notes Securities when such payments are duedue from the trust referred to in Section 405, (b) the Company’s and the Guarantors’ obligations with respect to such Notes Securities under Article 2 Sections 304, 305, 306 and Section 4.02 hereof1002 of this Indenture, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8IV. Subject to compliance with this Article 8Sections 402 through 406 hereof, the Company may exercise its option under this Section 8.02 403 notwithstanding the prior exercise of its option under Section 8.03 404 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, each of the Company and the Guarantors Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.4, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and related Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture as it relates to such Notes (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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.4, and as more fully set forth in such Sectionsection, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such the Notes under Article 2 and Section 4.02 hereofII, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, 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 NotesNotes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes of such series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) the provisions of this Article 88 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes (including the Guarantees), this Indenture and Note Guarantees, as applicable, the Collateral Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding NotesNotes (including the Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its of their other obligations under such Notes and Notes, the Guarantees, this Indenture and the Collateral 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 will survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumor interest or premium on, if any, and interest on such Notes when such payments are due, due from the trust referred to in Section 8.04; (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, Paying Agent and Registrar hereunder and the Company’s and the Guarantors’ obligations in connection therewith and therewith; and (d) this Article 8Section 8.02. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Outstanding Notes (including the Guarantees and the Liens securing the Notes and Note the Guarantees, as applicable, ) on the date the conditions set forth below in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Outstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Notes when such payments are due, solely out of the trust described in Section 8.04, (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the Company’s obligations of each of the Guarantors and the Guarantors’ obligations Issuer in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereofwith respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Company Issuers, any Guarantor and any other obligor upon the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Securities shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company Issuers, any Guarantor and any other obligor upon the Guarantors securities shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof8.4, and as more fully set forth in such SectionSection 8.4, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due, (b) the Company’s and the Guarantors’ Issuers' obligations with respect to such Notes Securities under Article 2 Sections 2.4, 2.7, 2.10, 2.13, 2.14, 2.15 and Section 4.02 hereof4.2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ Issuers' obligations in connection therewith and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3 with respect to the Securities.

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

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

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, premium and interest on such Notes Securities when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 4.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the 's or any Guarantors’ ' obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof.

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

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date 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 indebtedness represented by the outstanding Notes, which and this Indenture shall thereafter cease to be of further effect as to all outstanding Notes and Guarantees, except as to be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on such Notes when such payments are duedue from the trust described in Section 8.5, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 2.3, 2.4, 2.6, 2.7, 2.10, 4.2, 8.5, 8.6 and Section 4.02 8.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8therewith. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3 hereof with respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuers 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 their respective obligations with respect to all outstanding Notes and the Note Guarantees, as applicable, applicable on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, Interest or premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the GuarantorsIssuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s Issuers’ and the Guarantors’ Guarantor’s obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities on the date 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 and this Indenture shall cease to be of further effect as to all outstanding NotesSecurities and Guarantees, which shall thereafter except as to be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are duedue from the trust described in Section 8.5, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 Sections 2.3, 2.4, 2.6, 2.7, 2.10, 5.2, 8.5, 8.6 and Section 4.02 hereof, 8.7 hereof and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors’ ' obligations in connection therewith and (d) this Article 8therewith. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3 hereof with respect to the Securities.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Notes, and Note Guarantees, as applicableeach Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, ) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, of and interest and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the GuarantorsIssuers’ obligations with respect to such Notes under Article 2 Sections 2.03, 2.04, 2.06, 2.07, 2.09 and Section 4.02 hereofhereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof 1201 of the option applicable to this Section 8.021202, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective its obligations with respect to all outstanding Outstanding Notes and Note Guarantees, as applicable, each Guarantor shall be deemed to have been discharged from its obligations with respect to its Guarantee on the date the conditions set forth below in Section 1204 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors any such Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Outstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 1205 and the other Sections of this Indenture referred to in (aA) and (bB) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense and upon the written request of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and interest Liquidated Damages, if any, on such Notes when such payments are due, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, (bB) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 Sections 304, 305, 310, 1002 and Section 4.02 hereof1003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s and the Guarantors’ obligations in connection therewith therewith, including without limitation under Article six hereof, and (dD) this Article 8Twelve. Subject to compliance with this Article 8Twelve, the Company may exercise its option under this Section 8.02 1202 notwithstanding the prior exercise of its option under Section 8.03 hereof1203 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Notes, and Note Guarantees, as applicableeach Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, ) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the GuarantorsIssuers’ obligations with respect to such Notes under Article 2 Sections 2.03, 2.04, 2.06, 2.07, 2.09 and Section 4.02 hereofhereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released and the Trustee and Collateral Trustee, on demand of and at the expense of the Issuers along with an Officers’ Certificate and Opinion of Counsel as to compliance with all conditions precedent relating to such Legal Defeasance, shall execute such instruments as reasonably requested by the Issuers acknowledging or evidencing the same.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shallGuarantors, subject to the satisfaction of the conditions set forth in Section 8.04 hereofif any, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Subsidiary Guarantees then outstanding on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance such defeasance means that the Company and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesNotes and any Subsidiary Guarantees outstanding, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (aA) and (bB) below, and to have satisfied all its other obligations under such Notes 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 until otherwise terminated or discharged hereunder: (aA) the rights of Holders of Notes then outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any), interest and interest Liquidated Damages, if any, on such Notes when such payments are due, or on the Redemption Date, as the case may be, (bB) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 4.02 and Section 4.02 hereof4.03, (cC) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (dD) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.this

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 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 Securities when such payments are due, ; (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, ; (c) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and the Company’s and the or any Guarantors’ obligations in connection therewith therewith; and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof.

Legal Defeasance and Discharge. (a) Upon the Company’s Issuers’ exercise under Section 8.01 hereof 7.01 of the option applicable to this Section 8.027.02, the Company and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, be deemed to have been discharged from their respective obligations with respect to this Indenture and all outstanding Notes Notes, and Note Guarantees, as applicableeach Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 7.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that each of the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 7.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and through (b4) below, ) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (a1) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof7.04, and as more fully set forth in such SectionSection 7.04, payments in respect of the principal of, of and interest and premium, if any, and interest on such Notes when such payments are due, ; (b2) the Company’s and the GuarantorsIssuers’ obligations with respect to such Notes under Article 2 Section 1.07, Section 1.08, Section 1.09, Section 4.02 and Section 4.02 hereof, 4.18; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuers’ and the Guarantors’ obligations in connection therewith and therewith; and (d4) the Legal Defeasance provisions of this Article 8. Seven. (b) If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released. (c) Subject to compliance with this Article 8Seven, the Company Issuers may exercise its their option under this Section 8.02 7.02 notwithstanding the prior exercise of its their option under Section 8.03 7.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed (i) to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.07 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and (ii) to have satisfied all its their respective other obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and obligations of the Guarantors’ obligations Company with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and respective obligations of the Guarantors’ obligations Company in connection therewith and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

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

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesSecurities of a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 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 Securities when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes Securities under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and the Company’s and the or any Guarantors’ obligations in connection therewith therewith, and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuer 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, of any series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes of such series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the CompanyIssuer’s and the Guarantors’ obligations in connection therewith and (d) the provisions of this Article 88 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Company Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)"LEGAL DEFEASANCE") and each Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive receive, solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 hereofSections 4.01 and 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 and (d) this Article 8. 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 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to this Indenture and all outstanding Notes and Note Guarantees, as applicable, all obligations of the Subsidiary Guarantors shall be deemed to have been discharged with respect to their obligations under this Indenture and the Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, 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 NotesNotes and Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) belowof this Section 8.02, and to have satisfied shall be deemed discharged from the payment and performance of all its other obligations under such this Indenture, the Notes and this Indenture the Guarantees (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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Funds in Trust (as defined in Section 8.04 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 when such payments are due, (b) subject to clause (a) of this Section 8.02, the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 Two and Section 4.02 hereof4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8Eight. If the Company exercises its legal defeasance option pursuant to this Section 8.02, the Subsidiary Guarantees will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 6.02 because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its option under (if any) to have this Section 8.02 applied to any Notes notwithstanding the prior exercise of its option under (if any) to have Section 8.03 hereofapplied to such Notes.

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

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

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor shall be released from all of its obligations under its guarantee. For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a), (b) and (bd) below, and to have satisfied all its other obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section Sections 4.01 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. 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 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective all its obligations with respect to all outstanding Notes on and Note Guarantees, as applicable, on after the date the conditions set forth below in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”)) and each Subsidiary Guarantor shall be released from all its obligations under its Subsidiary Guaranty. For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. 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 8, the Company may exercise its option under this Section 8.02 notwithstanding the its prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.05 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors any Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, premium and interest on such Notes Securities when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 and Section 4.02 4.03 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the 's or any Guarantors’ ' obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 8.04 hereof.

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

Legal Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuers 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 their respective obligations with respect to all outstanding Notes and any Note Guarantees, as applicable, applicable on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumor Interest or premium and Liquidated Damages, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s Issuers' and the Guarantors’ Guarantor's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section ‎Section 8.01 hereof of the option applicable to this Section ‎Section 8.02, the Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof‎Section 8.04, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes (including the Guarantees), this Indenture and Note Guarantees, as applicable, the Collateral Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding NotesNotes (including the Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section ‎Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its of their other obligations under such Notes and Notes, the Guarantees, this Indenture and the Collateral 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 will survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumor interest or premium on, if any, and interest on such Notes when such payments are due, due from the trust referred to in ‎Section 8.04; (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2; (c) the rights, powers, trusts, duties and immunities of the Trustee Trustee, Paying Agent and Registrar hereunder and the Company’s and the Guarantors’ obligations in connection therewith and therewith; and (d) this Article 8‎Section 8.02. Subject to compliance with this Article 8, the Company may exercise its option under this Section ‎Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof‎Section 8.03.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.029.02, the Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 9.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture Indenture, including that of the Note Guarantors (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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 9.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and interest Additional Interest, if any, on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 89. Subject to compliance with this Article 89, the Company may exercise its option under this Section 8.02 9.02 notwithstanding the prior exercise of its option under Section 8.03 9.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuers 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 their respective obligations with respect to all outstanding Notes and the Note Guarantees, as applicable, applicable on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumor Interest or premium and Liquidated Damages, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s Issuers' and the Guarantors’ Guarantor's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Company Issuers and the Guarantors shallGuarantors, subject to the satisfaction of the conditions set forth in Section 8.04 hereofif any, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities or all outstanding securities of any series (the "Defeased Securities") on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesDefeased Securities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes Defeased Securities 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Defeased Securities to receive solely from the trust fund described in Section 8.04 hereof9.4, and as more fully set forth in such Sectionsection, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due, (b) the Company’s and the Guarantors’ Issuers' obligations with respect to such Notes Defeased Securities under Article 2 Sections 2.4, 2.6, 2.7, 2.10 and Section 4.02 hereof4.2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ Issuers' obligations in connection therewith and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company Issuers may exercise its their option under this Section 8.02 8.2 notwithstanding the prior exercise of its their option under Section 8.03 hereof8.3 with respect to a series of Securities.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities and Note Guarantees, as applicable, the Subsidiary Guarantees thereof on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities, which shall thereafter be deemed to be “outstanding” "OUTSTANDING" only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are duedue from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 and Section 4.02 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof 901 of the option applicable to this Section 8.02902, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, the Outstanding Securities of any series on the date the conditions set forth below are satisfied with respect to such series (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means 57 that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesOutstanding Securities of such series, which shall thereafter be deemed to be “outstanding” "Outstanding" only for the purposes of Section 8.05 hereof 905 and the other Sections of this Indenture referred to in clauses (ai) and (bii) belowof this Section 902, and to have satisfied all its other obligations under the Securities of such Notes series and this Indenture as it relates to such series (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 until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes Outstanding Securities of such series to receive solely from the trust fund described in Section 8.04 hereof904, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due, (bii) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 Sections 304, 305 and Section 4.02 hereof502, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 807, and the Company’s and the Guarantors’ 's obligations in connection therewith and (div) this Article 89. Subject to compliance with this Article 89, the Company may exercise its option under this Section 8.02 902 notwithstanding the prior exercise of its option under Section 8.03 hereof903 with respect to the Securities of such series.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”'LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b1') below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b~) the Company’s 's and the Guarantors’ ' obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors’ ' obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their respective obligations its Obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”)") and each Guarantor shall be released from all of its Obligations under its guarantee. For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a), (b) and (bd) below, and to have satisfied all its other obligations Obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations 's Obligations with respect to such Notes under Article 2 Sections 2.3, 2.6, 2.7 and Section 4.02 2.10 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including under Section 7.7) and the Company’s 's and the Guarantors’ obligations ' Obligations in connection therewith and (d) this Article 8. 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 8, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.05, be deemed to have been released and discharged from their respective its obligations with respect to all the outstanding Notes and Note Guarantees, as applicable, Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance 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 NotesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof 8.06 below and the other Sections of and matters under this Indenture referred to in (ai) and (bii) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof, 8.06 hereof and as more fully set forth in such SectionSection 8.06, payments in respect of the principal of, premium, if any, and interest and Special Interest, if any, on such Notes Securities when such payments are due, (bii) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 and Section 4.02 hereof4.02, and, with respect to the Trustee, under Section 7.08 and any Guarantor's obligations in respect thereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (div) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 8.03 82 notwithstanding the prior exercise of its option under Section 8.03 hereof8.04 below with respect to the Securities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective obligations its Obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date 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, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations Obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations Obligations with respect to such Notes under Article 2 and Section 4.02 hereofSections 4.01 and 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations Guarantor’s, if any, Obligations in connection therewith and (d) this Article 8. 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 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0212.02, the Company Issuer and the Guarantors shallGuarantor will, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company Issuer and the Guarantors shall Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding NotesNotes and Guarantees, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumor interest or premium and Additional Interest, if any, and interest on on, such Notes when such payments are due, due from the trust referred to in Section 12.04 hereof; (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes under Sections 2.06, 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.07, 4.11, 5.01, 5.03, 7.06 and, if the Notes will be paid on a Redemption Date, Article 2 and Section 4.02 hereof, 3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the CompanyIssuer’s and the Guarantors’ Guarantor’s obligations in connection therewith and therewith; and (d) this Article 812. Subject to compliance with this Article 812, the Company Issuer may exercise its option under this Section 8.02 12.02 notwithstanding the prior exercise of its option under Section 8.03 12.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof 1201 of the option applicable to this Section 8.021202, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective its obligations with respect to all outstanding Outstanding Notes and Note Guarantees, as applicable, each Guarantor shall be deemed to have been discharged from its obligations with respect to its Guarantee on the date the conditions set forth below in Section 1204 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors any such Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Outstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 1205 and the other Sections of this Indenture referred to in (aA) and (bB) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense and upon the written request of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and interest Liquidated Damages, if any, on such Notes when such payments are due, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, (bB) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 Sections 304, 305, 310, 1002 and Section 4.02 hereof1003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s and the Guarantors’ obligations in connection therewith therewith, including without limitation under Article Six hereof, and (dD) this Article 8Twelve. Subject to compliance with this Article 8Twelve, the Company may exercise its option under this Section 8.02 1202 notwithstanding the prior exercise of its option under Section 8.03 hereof1203 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof 9.01 of the option applicable to this Section 8.029.02, the Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof9.04, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and (including the Note Guarantees, as applicable, ) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes (including the Note Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 9.05 and the other Sections of this Indenture hereof referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder: : (a1) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumpremium on, if any, and or interest on such Notes when such payments are due, due from the trust referred to in Section 9.04; (b2) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 3 and Section 4.02 hereof, 5.02; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and therewith; and (d4) this Article 89. Subject to compliance with this Article 89, the Company may exercise its option under this Section 8.02 9.02 notwithstanding the prior exercise of its option under Section 8.03 hereof9.03.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper such instruments as reasonably requested by the Company acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, Additional Interest, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” "Outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumor premium and Additional Interest, if any, and interest on such Notes when such payments are due, (b) the Company’s 's and the Guarantors’ ' obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties duties, indemnitees and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Notes, and Note Guarantees, as applicableeach Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, ) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the GuarantorsIssuers’ obligations with respect to such Notes under Article 2 Sections 2.03, 2.04, 2.06, 2.07, 2.09 and Section 4.02 hereofhereof and the Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s Issuers’ and the Guarantors’ obligations in connection therewith and (d) the Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. If the Issuers exercise their Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee, and any security for the Notes (other than the trust) will be released, and the Trustee and Collateral Agent, on demand of and at the expense of the Issuers along with an Officer’s Certificate and Opinion of Counsel, shall execute such instruments as reasonably requested by the Issuers acknowledging or evidencing the same.

Legal Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to any Series of Securities, the Company and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities of that Series on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of that Series, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes Securities 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 until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes Securities of that Series to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments payment are due, ; (b) the Company’s and the Guarantors’ Issuers' obligations with respect to such Notes Securities of that Series under Article 2 and Section 4.02 hereof, 2, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ Issuers' obligations in connection therewith and therewith; and (d) this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest on such Notes, or shares of the Company’s exercise under Section 8.01 hereof 's Common Stock upon conversion of the option applicable Notes, when such payments are due from the trust referred to this Section 8.02, the Company 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 their respective 8.04(a) below; (b) the Company's obligations with respect to all outstanding the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Note Guaranteesthe maintenance of an office or agency for payment and money for security payments held in trust; (c) the rights, as applicablepowers, on trusts, duties and immunities of the date Trustee, and the conditions set forth below are satisfied Company's and the Guarantor's obligations in connection therewith; and (hereinafter, “d) the Legal Defeasance”)Defeasance provisions of this Indenture. For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to described in (a), (b) and (bd) belowabove, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8above provisions. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof 1201 of the option applicable to this Section 8.021202, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective its obligations with respect to all outstanding Outstanding Notes and Note Guarantees, as applicable, each Guarantor shall be deemed to have been discharged from its obligations with respect to its Guarantee on the date the conditions set forth below in Section 1204 are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company and the Guarantors any such Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Outstanding Notes, which shall thereafter be deemed to be “outstanding” "Outstanding" only for the purposes of Section 8.05 hereof 1205 and the other Sections of this Indenture referred to in (aA) and (bB) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and interest Liquidated Damages, if any, on such Notes when such payments are due, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, (bB) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 304, 305, 310, 1002 and Section 4.02 hereof1003, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s and the Guarantors’ 's obligations in connection therewith and (dD) this Article 8Twelve. Subject to compliance with this Article 8Twelve, the Company may exercise its option under this Section 8.02 1202 notwithstanding the prior exercise of its option under Section 8.03 hereof1203 with respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, all obligations of the Guarantors with respect to their Guarantees on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and interest Additional Interest, if any, on such Notes when such payments are duedue solely from the trust fund described in Section 8.04 hereof, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 2.06, 2.07, 2.10 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 8.02 and the Guarantors shall, subject to the satisfaction of the conditions set forth contained in Section 8.04 hereof, the Company shall be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, such Legal Defeasance means that (i) the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), and (ii) the Subsidiary Guarantors shall each be released from the Subsidiary Guarantee, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 2.03, 2.05, 2.06, 2.07, 2.10 and Section 4.02 hereof4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereofwith respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Liquidated Damages on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Notes and to have each Guarantor's obligation discharged with respect to its Note Guarantees, as applicable, Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, of a series on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of such series, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: Indenture (a) the rights of Holders of outstanding Notes to receive (i) solely from the trust fund described in Section 8.04 hereofhereof and in an indenture supplemental hereto, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, and (ii) shares of Common Stock or other securities from the Issuers upon conversion of any convertible Notes issued hereunder and thereunder; (b) the Company’s and the Guarantors’ Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s thereunder and the Guarantors’ Issuers' obligations in connection therewith and (d) this Article 8Eight and any corresponding defeasance provisions contained in any indenture supplemental hereto. Subject to compliance with this Article 8Eight, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, the Subsidiary Guarantees thereof on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are duedue from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

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

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its their other obligations under such Notes 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 until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments solely in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, , (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 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 and therewith, and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, the Collateral Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such Notes when such payments are due, (b) the Company’s 's and the Guarantors’ any Guarantor's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith therewith, including, without limitation, its obligations under Section 7.07 hereof, and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note (including the Guarantees, as applicable, ) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by 66 the outstanding NotesNotes (including the Guarantees), which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, Liquidated Damages, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuers 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the GuarantorsIssuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the GuarantorsIssuers’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof 9.01 of the option applicable to this Section 8.029.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof9.04, be deemed to have been discharged from their respective obligations under the Indenture Documents with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 9.05 and the other Sections of this Indenture referred to in subsections (a) and (b) below, and the Company and the Guarantors to have satisfied all its their other obligations under such Notes and this the Indenture 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 until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof9.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and interest Additional Interest, if any, on such Notes when such payments are due, ; (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 2; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and therewith; and (d) this Article 89. Subject to compliance with this Article 89, the Company may exercise its option under this Section 8.02 9.02 notwithstanding the prior exercise of its option under Section 8.03 hereof9.03.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the -84- conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Outstanding Notes (including the Guarantees and the Liens securing the Notes and Note the Guarantees, as applicable, ) on the date the conditions set forth below in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Outstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, on) and interest on such Notes when such payments are due, solely out of the trust described in Section 8.04, (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes under Article 2 II and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the Company’s obligations of each of the Guarantors and the Guarantors’ obligations Issuer in connection therewith and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereofwith respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, to have each Guarantor’s obligations discharged with respect to its Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.4 hereof, and as more fully set forth in such SectionSection 8.4, payments in respect of the principal of, premiumof or interest or premium and Additional Interest, if any, and interest on such Notes when such payments are due, (b) the Company’s and the GuarantorsIssuers’ obligations with respect to such the Notes under Article 2 concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereofthe maintenance of an office or agency for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Company’s Issuers’ and the Guarantors’ obligations in connection therewith therewith; and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company Issuers may exercise its their option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied and each Guarantor shall be released from all of its obligations under its Note Guarantee (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a), (b) and (bd) below, and to have satisfied all its other obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section Sections 4.01 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. 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 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities on the date 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 NotesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) belowof this Section 8.02, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes Securities when such payments are due, (bii) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 Sections 2.04, 2.06, 2.07, 2.10 and Section 4.02 hereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 7.07 hereof, and the Company’s and the Guarantors’ 's obligations in connection therewith and (div) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereofhereof with respect to the Securities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, to have each Guarantor’s obligations discharged with respect to its Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.4 hereof, and as more fully set forth in such SectionSection 8.4, payments in respect of the principal of, premiumof or interest or premium and Additional Interest, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such the Notes under Article 2 concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Section 4.02 hereofthe maintenance of an office or agency for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Company’s and the Guarantors’ obligations in connection therewith therewith; and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the CompanyIssuer’s and the Guarantors’ Guarantors obligations in connection therewith and (d) the provisions of this Article 88 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Company Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Subsidiary Guarantees on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Subsidiary Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Notes, the 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and premium and interest, if any, on such Notes when such payments are due, solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

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

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Notes and Note GuaranteesNotes, as applicableor such specified principal amount thereof, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, or such specified principal amount thereof, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes Notes, and any Liquidated Damages payable with respect thereto, when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date 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 Notes, which and this Indenture shall thereafter cease to be of further effect as to all outstanding Notes and Guarantees, except as to be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest (and Liquidated Damages, if any) on such Notes when such payments are duedue from the trust described in Section 8.5, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 2.3, 2.4, 2.6, 2.7, 2.10, 4.2, 8.5, 8.6 and Section 4.02 8.7 hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) this Article 8therewith. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3 hereof with respect to the Notes.

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

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Note Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and interest Liquidated Damages, if any, on such Notes when such payments are duedue or on the redemption date, as the case may be, from the trust referred to in Section 8.04(a), (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee including without limitation thereunder Section 7.07, 8.05 and 8.07 hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and (d) the provisions of this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

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

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)"LEGAL DEFEASANCE") and each Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive receive, solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and or interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 hereofSections 4.01 and 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 and (d) the provisions of this Article 88 relating to Legal Defeasance. 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 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.01 hereof 13.01 of the option applicable to this Section 8.0213.02, the Company Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Outstanding Notes, the Note Guarantees and Note Guarantees, as applicable, this Indenture on the date the conditions set forth below in Section 13.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company Issuer and each of the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding NotesOutstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof 13.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and interest or premium, if any, and interest on on, such Notes when such payments are due, from the trust described in Section 13.05, (b) the CompanyIssuer’s and the Guarantors’ obligations with respect to such Notes under Article 2 Sections 3.03, 3.04, 3.05, 3.06, 10.02 and Section 4.02 hereof, 10.03 and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations of each of the Guarantors and the Guarantors’ obligations Issuer in connection therewith and (d) this Article 8therewith. Subject to compliance with this Article 8Section 13.02, the Company Issuer may exercise its option under this Section 8.02 13.02 notwithstanding the prior exercise of its option under Section 8.03 hereof13.03 with respect to the Notes.

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

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.028.03, the Company and the Guarantors any Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.05, be deemed to have been released and discharged from their respective its obligations with respect to all the outstanding Notes and Note Guarantees, as applicable, Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"legal defeasance"). For this purpose, Legal Defeasance 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 NotesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof 8.06 below and the other Sections of and matters under this Indenture referred to in (ai) and (bii) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 hereof, 8.06 hereof and as more fully set forth in such SectionSection 8.06, payments in respect of the principal of, premium, if any, and interest and Special Interest, if any, on such Notes Securities when such payments are due, (bii) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 and Section 4.02 hereof4.02, and, with respect to the Trustee, under Section 7.08 and any Guarantor's obligations in respect thereof, (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (div) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 hereof8.04 below with respect to the Securities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.028.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, each Obligor shall be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities on the date the all conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and the Guarantors Obligors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities and any Guarantees thereof, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.06 and the other Sections of this Indenture referred to in clauses (a) and (b) belowof this Section 8.03, and to have satisfied all its their other obligations under such Notes Securities and this Indenture and the other Note Documents (insofar as related to 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 Notes Securities to receive solely from the trust fund described in Section 8.04 hereof8.06, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and any premium and interest on on, such Notes Securities when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes Securities under Article 2 Sections 2.06, 2.09, 2.10, 2.12 and Section 4.02 hereof4.04, (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 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 8.03 notwithstanding the prior exercise of its option under Section 8.03 hereof8.04. If the Company exercises its Legal Defeasance option, the Collateral will be released.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and the Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and the Note Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (a1) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumor interest or premium and Liquidated Damages, if any, and interest on such Notes when such payments are due, due from the trust referred to in Section 8.04; (b2) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, 4.02; (c3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s 's and the Guarantors’ ' obligations in connection therewith and therewith; and (d4) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

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

Legal Defeasance and Discharge. Upon the Company’s HLI's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company Holdco and the Guarantors HLI shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”)") and each Guarantor shall be released from all of its obligations under its guarantee. For this purpose, Legal Defeasance means that the Company Holdco and the Guarantors HLI shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the CompanyHLI, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest and Special Interest, if any, on such Notes when such payments are due, (b) the Company’s Holdco and the Guarantors’ HLI's obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.01 and Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ HLI's obligations in connection therewith and (d) this Article 8. If HLI 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 8, the Company HLI may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, of both issues on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the Notes of both issues, and this Indenture shall cease to be of further effect as to all outstanding NotesNotes of both issues and the Guaranty, which shall thereafter except as to be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and the Company and the Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes Notes, the Guaranty, the Security Documents 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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are duedue solely from the trust described in Section 8.5, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Sections 2.4, 2.6, 2.7, 2.10 and Section 4.02 4.2 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 and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3 hereof with respect to the Notes.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 10.01 hereof of the option applicable to this Section 8.0210.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations any and all Obligations with respect to all outstanding Notes and Note Guarantees, as applicable, Securities 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 44 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 Debt represented by the outstanding NotesSecurities, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 10.05 hereof and the other Sections of this Indenture referred to in clauses (ai) and (bii) belowof this Section 10.02, and to have satisfied all its other obligations under such Notes Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes Securities to receive solely from the trust fund described in Section 8.04 10.04 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 Securities when such payments are due, (bii) the Company’s and the Guarantors’ 's obligations with respect to such Notes Securities under Article 2 Sections 2.01, 2.02, 2.05, 2.06, 2.07, 2.08, 2.10, 3.01, 3.02, 3.04 and Section 4.02 10.05 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 and the Guarantors’ 's obligations in connection therewith and (d) with this Article 8Ten. Subject to compliance with this Article 8Ten, the Company may exercise its option under this Section 8.02 10.02 notwithstanding the prior exercise of its option under Section 8.03 hereof10.03 hereof with respect to the Securities.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)) and each Guarantor will be released from all of its obligations under its Note Guarantee. For this purpose, Legal Defeasance means that the Company and the Guarantors shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes the Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall will execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest and interest Additional Interest, if any, on such Notes when such payments are due, (b) the Company’s and the Guarantors’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof8.03.

Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, each of the Company and the Guarantors Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.4, be deemed to have been discharged from their respective its obligations with respect to all outstanding Notes and related Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture as it relates to such Notes (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 until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof8.4, and as more fully set forth in such Sectionsection, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s, the Parent’s and the Guarantors’ obligations with respect to such the Notes under Article 2 and Section 4.02 hereofII, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) this Article 8VIII. Subject to compliance with this Article 8VIII, the Company may exercise its option under this Section 8.02 8.2 notwithstanding the prior exercise of its option under Section 8.03 hereof8.3.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective its obligations with respect to all outstanding Notes and the Note Guarantees, as applicable, Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and the Note Guarantees, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premiumpremium and Liquidated Damages, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 Two and Section 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 and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company 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 their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”"LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the CompanyCompany and the Guarantors, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 and Section Sections 4.02 and 4.03 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 and (d) this Article 8. Subject to compliance with this Article 8, the Company -41- may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Legal Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (bd) below, and to have satisfied all its their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal or Redemption Price of, premiumand interest and Liquidated Damages, if any, and interest on such Notes when such payments are due, , (b) the Company’s and the Guarantors’ 's obligations with respect to such Notes under Article 2 II and Section 4.02 4.2 hereof, , (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ 's obligations in connection therewith and therewith, and (d) this Article 8Eight. Subject to compliance with this Article 8Eight, the Company may exercise its option under this Section 8.02 8.2, notwithstanding the prior exercise of its option under Section 8.03 8.3 hereof.