Common use of Legal Defeasance Clause in Contracts

Legal Defeasance. Upon the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities and any Coupons appertaining thereto on and after the date the conditions set forth in Section 10.6 are satisfied (hereinafter “legal defeasance”). For this purpose, such legal defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the Issuer, shall on an Issuer Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities or any Coupons appertaining thereto when such payments are due; (b) the Issuer’s obligations with respect to such Securities under Sections 2.8, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article 10. Subject to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Legal Defeasance. Upon The Issuers may at their option, by Board Resolution delivered to the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section Trustee, be discharged from their obligations with respect to the Securities of or within a series, Notes and the Issuer shall be deemed to have been Guarantors discharged from its their obligations with respect to such Securities and any Coupons appertaining thereto under the Guarantees on and after the date the conditions set forth in Section 10.6 9.04 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto Notes are concerned (and the Trustee, at the expense of the IssuerIssuers, shall on an Issuer Order shall, subject to Section 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds described in Section 10.6(a) 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (bB) the Issuer’s Issuers’ obligations with respect to such Securities the Notes under Sections 2.82.1 through 2.10 hereof, 2.9Section 2.13 hereof and Section 4.17 hereof, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof) and (dD) this Article 109. If the Issuers exercises their Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto and each Guarantor will be released from all of its obligations under its Guarantee. Subject to compliance with this Article 109, the Issuer Issuers may exercise its their option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 9.03 below with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon The Issuers may at their option, by Board Resolution delivered to the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section Trustee, be discharged from their obligations with respect to the Securities of or within a series, Notes and the Issuer shall be deemed to have been Guarantors discharged from its their obligations with respect to such Securities and any Coupons appertaining thereto under the Guarantees on and after the date the conditions set forth in Section 10.6 9.04 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto Notes are concerned (and the Trustee, at the expense of the IssuerIssuers, shall on an Issuer Order shall, subject to Section 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds described in Section 10.6(a) 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (bB) the Issuer’s Issuers' obligations with respect to such Securities the Notes under Sections 2.82.1 through 2.10 hereof, 2.9Section 2.13 hereof and Section 4.17 hereof, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof) and (dD) this Article 109. If the Issuers exercises their Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto and each Guarantor will be released from all of its obligations under its Guarantee. Subject to compliance with this Article 109, the Issuer Issuers may exercise its their option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 9.03 below with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon The Issuer may at its option, by Board Resolution of the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees thereof on and after the date the conditions set forth in Section 10.6 9.04 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its their other obligations under such Securities the Notes and any Coupons appertaining thereto the Guarantees thereof and this Indenture insofar as such Securities the Notes and any Coupons appertaining thereto the Guarantees thereof are concerned (and the Trustee, at the expense of the Issuer, shall on an shall, subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Issuer Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds described in Section 10.6(a) 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (bB) the Issuer’s obligations with respect to such Securities Notes under Sections 2.82.03, 2.92.04, 3.2 2.05, 2.06, 2.07, 2.08, 2.11 and 3.3 and with respect to the payment of additional amounts4.19, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07) and (dD) this Article 10Nine. Subject to compliance with this Article 10Nine, the Issuer may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 9.03 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.1 of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series8.2, the Issuer Issuers and the Subsidiary Guarantors shall be deemed to have been discharged from its their respective obligations with respect to such Securities the outstanding Notes and any Coupons appertaining thereto the respective Note Guarantees on and after the date the applicable conditions set forth in Section 10.6 8.4 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto the Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerIssuers, shall on an Issuer Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on the Notes when such Securities and any Coupons appertaining thereto to receive, solely payments are due from the trust funds fund described in Section 10.6(a) 8.8 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, on such Securities or any Coupons appertaining thereto when such payments are due; (bii) the Issuer’s Issuers’ obligations with respect to such Securities under Sections 2.8the Notes concerning issuing temporary Notes, 2.9registration of Notes, 3.2 mutilated, destroyed, lost or stolen Notes and 3.3 the maintenance of an office or agency for payment and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3money for security payments held in trust; (ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith; and (div) the provisions of this Article 10Indenture relating to Legal Defeasance. Subject to compliance with this Article 108, the Issuer Issuers may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 8.3 below with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon (i) On and after the Issuer’s exercise of date the option specified conditions set forth in Section 10.3 applicable to this Section with respect to the Securities of or within a seriesclause (ii) below are satisfied (“legal defeasance”), the Issuer Company and the Guarantor shall be deemed to have been discharged from its obligations with respect to the Securities of any Series and this Indenture with respect to such Securities and any Coupons appertaining thereto on and after the date the conditions set forth in Section 10.6 are satisfied (hereinafter “legal defeasance”)Series. For this purpose, such legal defeasance means that the Issuer Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Outstanding Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 10.1 and the other Sections of this Indenture referred to in clause clauses (bA) of this Sectionand (B) below, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto Securities, the Guarantee in respect thereof and this Indenture insofar as such Securities and any Coupons appertaining thereto the Guarantee in respect thereof are concerned (and the Trustee, at the expense of the Issuer, Company and the Guarantor shall on an Issuer Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely from the trust funds fund described in Section 10.6(aclause (ii)(A) and as more fully set forth in such Sectionclause, payments in respect of the principal of, premium, if any, of and interest, if any, on on, and Additional Amounts, if any, with respect to, such Securities or any Coupons appertaining thereto when such payments are due; , (bii) the Issuer’s obligations of the Company, the Guarantor and the Trustee with respect to such Securities under Sections 2.8, 2.9, 2.9 and 3.2 and 3.3 and with respect to the payment of additional amountsAdditional Amounts, if any, on such Securities as contemplated by Section 3.8 (but only to the extent that the Additional Amounts payable with respect to such Securities as specified exceed the amount deposited in respect of such Additional Amounts pursuant to Section 2.3; clause (cii)(A)), (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, (iv) the rights of optional redemption and (dv) this Article 10. Subject to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of DefaultTen.

Legal Defeasance. Upon The Issuer may at its option, by Board Resolution of the Board of Directors of the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series, the Issuer shall be deemed to have been discharged from its obligations with respect to the Notes of either series and the Guarantors discharged from their obligations under the Note Guarantees with respect to such Securities and any Coupons appertaining thereto series of Notes on and after the date the conditions set forth in Section 10.6 9.04 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes Notes of Section 10.7 the relevant series and the other Sections of this Indenture referred to in clause (b) of this Section, Note Guarantees with respect thereto and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto series of Notes, such Note Guarantees and this Indenture insofar as the Notes of such Securities and any Coupons appertaining thereto series are concerned (and the Trustee, at the expense of the Issuer, shall on an shall, subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Issuer Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: hereunder (a) the rights of Holders of such Securities and any Coupons appertaining thereto series of outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premium, if any, and interest, if any, interest on the Notes of such Securities or any Coupons appertaining thereto series when such payments are due; due solely from the trust funds described in Section 9.04 and as more fully set forth in such Section, (b) the Issuer’s obligations with respect to the Notes of such Securities series under Sections 2.82.03, 2.92.04, 3.2 2.05, 2.06, 2.07, 2.08, 2.11 and 3.3 and with respect to the payment of additional amounts4.18, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07) and (d) this Article 10Nine. Subject to compliance with this Article 10Nine, the Issuer may exercise its option under this Section 9.02 with respect to Notes of either series notwithstanding the prior exercise of its option under Section 10.5 9.03 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of DefaultNotes.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by Board Resolution of the option specified in Section 10.3 applicable to this Section with respect to Board of Directors of the Securities of or within a seriesCompany, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 11.04 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 11.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 11.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 11.04; (bB) the IssuerCompany’s obligations hereunder with respect to such Securities under Sections 2.8Notes concerning issuing temporary Notes, 2.9registration of Notes, 3.2 mutilated, destroyed, lost or stolen Notes and 3.3 the maintenance of an office or agency for payment and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3money for security payments held in trust; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 11.01), and the Company’s obligations in connection therewith; and (dD) this Article 10Eleven. Subject to compliance with this Article 10Eleven, the Issuer Company may exercise its option under this Section 11.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 11.03 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon (i) On and after the Issuer’s exercise date the conditions set forth in clause (ii) below are satisfied (“legal defeasance”), each of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series, the Issuer Company and each Guarantor shall be deemed to have been discharged from its obligations with respect to the Securities of any Series and this Indenture with respect to such Securities and any Coupons appertaining thereto on and after Series, including the date obligations of the conditions set forth in Section 10.6 are satisfied (hereinafter “legal defeasance”)Guarantors under their Guarantees. For this purpose, such legal defeasance means that each of the Issuer Company and each Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto Outstanding Securities, including that of the Guarantors under their Guarantees, which shall thereafter be deemed to be “Outstanding” only for the purposes of this Section 10.7 11.1 and the other Sections of this Indenture referred to in clause clauses (bA) of this Sectionand (B) below, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the Issuer, Company shall on an Issuer Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely from the trust funds fund described in Section 10.6(aclause (ii)(A) and as more fully set forth in such Sectionclause, payments in respect of the principal of, premium, if any, of and interest, if any, on on, and Additional Amounts, if any, with respect to, such Securities or any Coupons appertaining thereto when such payments are due; , (bii) the Issuer’s obligations of the Company and the Trustee with respect to such Securities under Sections 2.8, 2.9, 3.2 and 3.3 3.4 hereof and with respect to the payment of additional amountsAdditional Amounts, if any, on such Securities as contemplated by Section 3.7 hereof (but only to the extent that the Additional Amounts payable with respect to such Securities as specified exceed the amount deposited in respect of such Additional Amounts pursuant to Section 2.3; clause (cii)(A)), (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (div) this Article 10. Subject to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default11.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by Board Resolution of the option specified in Section 10.3 applicable to this Section with respect to Board of Directors of the Securities of or within a seriesCompany, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 1104 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 1106, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 1104 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 1104; (bB) the IssuerCompany’s obligations hereunder with respect to such Securities under Sections 2.8Notes concerning issuing temporary Notes, 2.9registration of Notes, 3.2 mutilated, destroyed, lost or stolen Notes and 3.3 the maintenance of an office or agency for payment and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3money for security payments held in trust; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 1101, and the Company’s obligations in connection therewith; and (dD) this Article 10Eleven. Subject to compliance with this Article 10Eleven, the Issuer Company may exercise its option under this Section 1102 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 1103 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon the IssuerCompany’s exercise under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.2, the Company shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4 hereof, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities and any Coupons appertaining thereto all outstanding Notes on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”)) except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below, (ii) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and (iv) the Legal Defeasance provisions of this Indenture. For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 10.7 8.5 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premiumpremium and Additional Interest, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 8.4(1); (b) the IssuerCompany’s obligations with respect to such Securities Notes under Sections 2.82.2, 2.92.3, 3.2 2.4, 2.5, 2.6, 2.7, 2.10 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.34.2 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 of the option specified in Section 10.3 applicable to this Section with respect 8.02, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.04, the Issuer Company shall be deemed to have been discharged from its obligations with respect to all outstanding Securities of such Securities Series, and any Coupons appertaining thereto each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guaranty, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by the outstanding Securities of such Securities and any Coupons appertaining thereto Series, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.05 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto this Indenture, and each Subsidiary Guarantor shall be deemed to have satisfied all its obligations under its Subsidiary Guaranty and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 Securities of such Securities and any Coupons appertaining thereto Series to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, on on, such Securities or any Coupons appertaining thereto when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities under Sections 2.8Article 2 and Section 4.02, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 108. Subject If the Company exercises under Section 8.01 the option applicable to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding 8.02, subject to the prior exercise satisfaction of its option under the conditions set forth in Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance8.04, payment of such the Securities 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.

Legal Defeasance. Upon the IssuerCompany’s exercise of the its option specified in Section 10.3 applicable to have this Section with respect 7.02 applied to the Securities of or within a any series, or any Tranche thereof, the Issuer Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such Securities and any Coupons appertaining thereto series or Tranche on and after the date the conditions precedent set forth in Section 10.6 7.04 are satisfied (hereinafter “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, series or Tranche and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order execute proper instruments acknowledging the same), except for the following rights and obligations, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Outstanding Securities of such Securities and any Coupons appertaining thereto series or Tranche to receive, solely from the trust funds fund described in Section 10.6(a) and as more fully set forth in such Section7.05, payments in respect of the principal of, of and premium, if any, and and/or interest, if any, on such Securities or any Coupons appertaining thereto when such payments are due; , (b) the IssuerCompany’s obligations with respect to such Securities under Sections 2.83.04, 2.93.05, 3.2 3.06, 4.04, 5.03 (as to notice of redemption), 6.02, 6.03, 9.07 and 3.3 9.14, and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article 10ARTICLE 7. Subject to compliance with this Article 10ARTICLE 7, the Issuer Company may exercise its option under this Section 7.02 notwithstanding the prior exercise of its option under Section 10.5 7.03 with respect to the Securities of such Securities and any Coupons appertaining theretoseries or Tranche. Following a legal defeasanceLegal Defeasance, payment of the Securities of such Securities series or Tranche may not be accelerated because of an Event of Default. In the event that Securities in respect of which the Company’s indebtedness shall have been satisfied and discharged as provided in this Section do not mature and are not to be redeemed within the 60-day period commencing with the date of the deposit of moneys or Eligible Obligations as provided in Section 7.04 below, the Company shall, as promptly as practicable, give notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities of such deposit and the effect thereof.

Legal Defeasance. Upon the Issuer’s exercise Company's or the Guarantor's exercise, as the case may be, under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.2, the Company or the Guarantor will, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4 hereof, the Issuer shall be deemed to have been discharged from its their obligations with respect to such Securities and any Coupons appertaining thereto all outstanding Notes or the Guarantee on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”"Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer shall Company or the Guarantor will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Notes or the Guarantee, which shall will thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.6 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes or the Guarantee and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order will execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunderpursuant to this Indenture: (a) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.4 hereof, and as more fully set forth in such SectionSection 8.6, payments in respect of the principal of, and premium, if any, and interest, Additional Amounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.8Article 2 and, 2.9, 3.2 and 3.3 and with respect to the extent such obligations are not satisfied by payment of additional amountsfrom such trust fund, if anySection 4.1 hereof, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including, without limitation, the Trustee's rights under Section 7.7 hereof) and the obligations of the Company and the Guarantor in connection therewith and (d) this Article 108. Subject to compliance with this Article 108, the Issuer Company or the Guarantor may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by Board Resolution of the option specified in Section 10.3 applicable to this Section with respect to Board of Directors of the Securities of or within a seriesCompany, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 11.04 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 11.06, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 11.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 11.04; (bB) the IssuerCompany’s obligations hereunder with respect to such Securities under Sections 2.8Notes concerning issuing temporary Notes, 2.9registration of Notes, 3.2 mutilated, destroyed, lost or stolen Notes and 3.3 the maintenance of an office or agency for payment and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3money for security payments held in trust; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 11.01, and the Company’s obligations in connection therewith; and (dD) this Article 10Eleven. Subject to compliance with this Article 10Eleven, the Issuer Company may exercise its option under this Section 11.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 11.03 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.2, each of the Company and Parent, as applicable, shall, subject to the Securities satisfaction of or within a seriesthe applicable conditions set forth in Section 8.4 hereof, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto the Parent Guarantee, as applicable, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged all amounts owed under the outstanding Notes and Parent shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Parent Guarantee, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.5 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes, such Parent Guarantee and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.4 hereof, and as more fully set forth in such SectionSection 8.4, payments in respect of the principal of, premium, if any, and interestinterest and Liquidated Damages, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.82.3, 2.92.6, 3.2 2.7 , 2.10 and 3.3 and with respect to the payment of additional amounts4.2 hereof, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 10the Legal Defeasance provisions under Sections 8.4, 8.5, 8.6, and 8.7 hereof. Subject to compliance with this Article 10VIII, the Issuer Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by resolution of the option specified in Section 10.3 applicable to this Section Board of Directors, be discharged from its Obligations with respect to the Securities of or within a series, and the Issuer shall be deemed to have been Guarantor discharged from its obligations with respect to such Securities and any Coupons appertaining thereto Obligations under the Guarantee on and after the date the conditions set forth in Section 10.6 9.04 below are satisfied (hereinafter “legal defeasance”hereinafter, the "Legal Defeasance Option"). For this purpose, exercise of such legal defeasance Legal Defeasance Option means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, and to have satisfied all its other obligations Obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such outstanding Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, of and premium, if any, and interestinterest and Liquidated Damages, if any, on such Securities or any Coupons appertaining thereto when such payments are due; , (bB) the Issuer’s Company's obligations with respect to such Securities under Sections 2.82.03, 2.92.04 and 2.07, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof) and (dD) this Article 10Nine. Subject to compliance with this Article 10Nine, the Issuer Company may exercise its option Legal Defeasance Option under this Section 9.02 with respect to the Securities notwithstanding the prior exercise of its option under Section 10.5 9.03 below with respect to such Securities and any Coupons appertaining theretothe Securities. Following a legal defeasanceIf the Company exercises its Legal Defeasance Option, payment of such the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.02, and subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.04 hereof, the Issuer Company shall be deemed to have been discharged from its obligations with respect to such all outstanding Securities and any Coupons appertaining thereto this Agreement and the Guarantor shall be deemed to have been discharged from its obligations with respect to this Agreement, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Securities, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.06 hereof and the other Sections of this Indenture Agreement referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned Agreement (and the TrusteeFiscal Agent, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderpursuant to this Agreement: (a) the rights of Holders of such outstanding Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.06 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and premium, if any, and interestinterest on, if any, on such Securities or any Coupons appertaining thereto when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities under Sections 2.8Article 2 hereof, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee Fiscal Agent hereunder and the Company's and the Guarantor's obligations in connection therewith and (d) this Article 108. Subject to compliance with this Article 108, the Issuer Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03 hereof.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by Board Resolution of the option specified in Section 10.3 applicable to this Section with respect to Board of Directors of the Securities of or within a seriesCompany, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 1104 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 1106, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 1104 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 1104; (bB) the Issuer’s Company's obligations hereunder with respect to such Securities under Sections 2.8Notes concerning issuing temporary Notes, 2.9registration of Notes, 3.2 mutilated, destroyed, lost or stolen Notes and 3.3 the maintenance of an office or agency for payment and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3money for security payments held in trust; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 1101, and the Company's obligations in connection therewith; and (dD) this Article 10Eleven. Subject to compliance with this Article 10Eleven, the Issuer Company may exercise its option under this Section 1102 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 1103 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series8.2, the Issuer Company shall be deemed to have been discharged from its obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto this Indenture and the Guarantors shall be deemed to have been discharged from their obligations with respect to this Indenture, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.6 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderpursuant to this Indenture: (a) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and premium, if any, and interestinterest on, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.8Article 2 and Section 4.2 hereof, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (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 108. Subject to compliance with this Article 108, the Issuer Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the Issuer’s exercise under Section 8.1 of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series8.2, the Issuer shall and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its their obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto Subsidiary Guarantees and this Indenture and having cured all then-existing Defaults and Events of Default on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by such Securities obligations with respect to this Indenture, the Notes and any Coupons appertaining thereto the Subsidiary Guarantees, which shall thereafter be deemed to be “Outstanding” outstanding only for the purposes of Section 10.7 8.5 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its of their other obligations under such Securities and any Coupons appertaining thereto Notes, Subsidiary Guarantees and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on written demand of and at the expense of the Issuer, shall on an Issuer Order execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premiumand interest and premium on, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust funds referred to in clause (1) of Section 8.4; (b) the Issuer’s obligations with respect to such Securities Notes under Sections 2.82.2, 2.92.3, 3.2 2.4, 2.6, 2.7, 2.10 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.34.2; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation, under Sections 7.6, 8.5 and 8.7 and the obligations of the Issuer and the Subsidiary Guarantors in connection therewith; and (d) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option and at any time by resolution of the option specified in Section 10.3 applicable to this Section Board of Directors, be discharged from its Obligations with respect to the outstanding Securities of or within a series, and this Indenture and the Issuer shall be deemed to have been Guarantors discharged from its obligations with respect to such Securities their Obligations under the Guarantee and any Coupons appertaining thereto this Indenture on and after the date the conditions set forth in Section 10.6 9.04 below are satisfied (hereinafter “legal defeasance”hereinafter, the "LEGAL DEFEASANCE OPTION"). For this purpose, exercise of such legal defeasance Legal Defeasance Option means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, and to have satisfied all its other obligations Obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such outstanding Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 9.04 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interestinterest and Liquidated Damages, if any, on such Securities or any Coupons appertaining thereto when such payments are due; , (bB) the Issuer’s Company's obligations with respect to such Securities under Sections 2.8Article Two and Section 4.02, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof), and the Company's obligations in connection therewith and (dD) this Article 10Nine. Subject to compliance with this Article 10Nine, the Issuer Company may exercise its option Legal Defeasance Option under this Section 9.02 with respect to the Securities notwithstanding the prior exercise of its option under Section 10.5 9.03 below with respect to such Securities and any Coupons appertaining theretothe Securities. Following a legal defeasanceIf the Company exercises its Legal Defeasance Option, payment of such the Securities may not be accelerated because of an Event of Default.Default with respect thereto. 79 -71-

Legal Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.1 of the option specified in Section 10.3 applicable to this Section with respect 8.2, the Issuers shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4, the Issuer shall be deemed to have been discharged from its their obligations with respect to such Securities and any Coupons appertaining thereto all outstanding Notes on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuers and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Obligations represented by such Securities the Notes and any Coupons appertaining thereto the Guarantees, which shall thereafter be deemed to be “Outstanding” outstanding only for the purposes of Section 10.7 8.5 and the other Sections of this Indenture referred to in clause (bSection 8.2(a) of this Sectionand Section 8.2(b), and to have satisfied all of its other obligations Obligations under such Securities and any Coupons appertaining thereto Notes, Guarantees and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on written demand of and at the expense of the IssuerIssuers, shall on an Issuer Order execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, and interest and premium, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust funds referred to in Section 8.4(1) (but not a Change of Control Payment or the payment pursuant to a Collateral Disposition Offer or Net Proceeds Offer); (b) the Issuer’s Issuers’ obligations with respect to such Securities Notes under Sections 2.8Section 2.2, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3, Section 2.4, Section 2.7, Section 2.10, and Section 4.2; (c) the rights, powers, truststrust, duties duties, immunities and immunities indemnities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.6, Section 8.5 and Section 8.7, and the obligations of the Issuers and the Guarantors in connection therewith; and (d) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Issuers may exercise its their option under this Section 8.2 notwithstanding the prior exercise of its their option under Section 10.5 with respect to 8.3. If the Issuers exercise the Legal Defeasance option, the Liens on the Collateral will be released and the Guarantees in effect at such Securities and any Coupons appertaining theretotime will automatically be released. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default.108

Legal Defeasance. Upon the IssuerCompany’s exercise under Section 8.03 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.04, each of the Company and the Guarantors shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.06 hereof, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities and any Coupons appertaining thereto all outstanding Notes and, as applicable, its Subsidiary Guarantee on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that each of the Issuer Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the outstanding Notes, and any Coupons appertaining thereto to the extent applicable, represented by the Subsidiary Guarantees, which in each case shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 10.7 8.07 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes or Subsidiary Guarantees and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.07 hereof, and as more fully set forth in such Section, payments in respect of the principal of, and premium, if any, and interestinterest (including Additional Interest), if any, on on, such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the IssuerCompany’s obligations with respect to such Securities Notes under Sections 2.82.03, 2.92.04, 3.2 2.07, 2.10 and 3.3 and with respect to the payment of additional amounts4.02 hereof, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations to the Trustee under Section 7.07 and (d) this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Company may exercise its option under this Section 8.04 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.05 hereof.

Legal Defeasance. Upon The Issuer may at its option, by Board Resolution of the Issuer’s exercise of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees thereof on and after the date the conditions set forth in Section 10.6 9.04 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its their other obligations under such Securities the Notes and any Coupons appertaining thereto the Guarantees thereof and this Indenture insofar as such Securities the Notes and any Coupons appertaining thereto the Guarantees thereof are concerned (and the Trustee, at the expense of the Issuer, shall on an shall, subject to Section 9.06, execute instruments in form and substance reasonably satisfactory to the Trustee and Issuer Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds described in Section 10.6(a) 9.04 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (bB) the Issuer’s obligations with respect to such Securities Notes under Sections 2.82.03, 2.92.04, 3.2 2.05, 2.06, 2.07, 2.08, 2.11 and 3.3 and with respect to the payment of additional amounts4.13, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07) and (dD) this Article 10Nine. Subject to compliance with this Article 10Nine, the Issuer may exercise its option under this Section 9.02 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 9.03 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 of the option specified in Section 10.3 applicable to this Section with respect 8.02, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.04, the Issuer Company shall be deemed to have been discharged from its obligations with respect to such Securities all outstanding Notes, and any Coupons appertaining thereto each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guaranty, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.05 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities Notes and any Coupons appertaining thereto this Indenture, and each Subsidiary Guarantor shall be deemed to have satisfied all its obligations under its Subsidiary Guaranty and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, including Special Interest, if any, on on, such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.8Article 2 and Section 4.02, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 108. Subject to compliance with this Article 10, If the Issuer may exercise its option under this Section notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default.Company exercises under

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 of the option specified in Section 10.3 applicable to this Section with respect 8.02, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.04, the Issuer Company shall be deemed to have been discharged from its obligations with respect to such Securities all outstanding Notes, and any Coupons appertaining thereto each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guaranty, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.05 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities Notes and any Coupons appertaining thereto this Indenture, and each Subsidiary Guarantor shall be deemed to have satisfied all its obligations under its Subsidiary Guaranty and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, including Special Interest, if any, on on, such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.8Article 2 and Section 4.02, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties privileges and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 108. Subject If the Company exercises under Section 8.01 the option applicable to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding 8.02, subject to the prior exercise satisfaction of its option under the conditions set forth in Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance8.04, payment of such Securities 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.

Legal Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.02 hereof of the option specified in Section 10.3 applicable to this Section 8.03, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.05 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and all obligations of the Securities of or within a series, the Issuer Guarantors shall be deemed to have been discharged from its obligations with respect to such Securities and any Coupons appertaining thereto their obligations under the Subsidiary Guarantees on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuers and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the outstanding Notes and any Coupons appertaining thereto Subsidiary Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.06 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are due; due from the trust fund described in Section 8.05, (b) the Issuer’s Issuers' obligations with respect to such Securities Notes under Sections 2.8Article 2 and Section 4.02 hereof, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers' obligations in connection therewith and (d) this Article 108. Subject to compliance with this Article 108, the Issuer Issuers may exercise its their option under this Section 8.03 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.04 hereof.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 of the option specified in Section 10.3 applicable to this Section with respect 8.02, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.04, the Issuer Company shall be deemed to have been discharged from its obligations with respect to such Securities all outstanding Notes, and any Coupons appertaining thereto each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guaranty, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.05 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities Notes and any Coupons appertaining thereto this Indenture, and each Subsidiary Guarantor shall be deemed to have satisfied all its obligations under its Subsidiary Guaranty and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, including Special Interest, if any, on on, such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.8Article 2 and Section 4.02, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 108. Subject If the Company exercises under Section 8.01 the option applicable to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding 8.02, subject to the prior exercise satisfaction of its option under the conditions set forth in Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance8.04, payment of such Securities 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.

Legal Defeasance. Upon the Issuer’s Company's exercise of the its option specified in Section 10.3 applicable to have this Section with respect 702 applied to the Securities of any series or within a seriesTranche, the Issuer Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such Securities and any Coupons appertaining thereto series or Tranche on and after the date the conditions precedent set forth in Section 10.6 704 are satisfied (hereinafter “hereinafter, "legal defeasance”"). For this purpose, such legal defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, series or Tranche and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order execute proper instruments acknowledging the same), except for the following rights and obligations which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Outstanding Securities of such Securities and any Coupons appertaining thereto series or Tranche to receive, solely from the trust funds fund described in Section 10.6(a) and 705 as more fully set forth in such Section, payments in respect of the principal of, of and premium, if any, and interest, if any, or interest on such Securities or any Coupons appertaining thereto when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities under Sections 2.8304, 2.9305, 3.2 306, 404, 503 (as to notice of redemption), 602, 603, 907 and 3.3 915, and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article 10Seven. Subject to compliance with this Article 10Seven, the Issuer Company may exercise its option under this Section 702 notwithstanding the prior exercise of its option under Section 10.5 703 with respect to the Securities of such Securities and any Coupons appertaining theretoseries or Tranche. Following a legal defeasance, payment of the Securities of such Securities series or Tranche may not be accelerated because of an Event of Default. In the event that Securities in respect of which the Company's indebtedness shall have been satisfied and discharged as provided in this Section do not mature and are not to be redeemed within the 60 day period commencing with the date of the deposit of moneys or Eligible Obligations as provided in Section 704 below, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such deposit has been made and the effect thereof.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by resolution of the option specified in Section 10.3 applicable to this Section Board of Directors, be discharged from its Obligations with respect to the Securities of or within a series, and the Issuer shall be deemed to have been Guarantors discharged from its obligations with respect to such Securities and any Coupons appertaining thereto their Obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 9.04 below are satisfied (hereinafter “legal defeasance”hereinafter, the "Legal Defeasance Option"). For this purpose, exercise of such legal defeasance Legal ----------------------- Defeasance Option means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, and to have satisfied all its other obligations Obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 9.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such outstanding Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 9.04 and as more fully set forth in such Section, payments in respect of the principal of, of and premium, if any, and interestinterest and Liquidated Damages, if any, on such Securities or any Coupons appertaining thereto when such payments are due; , (bB) the Issuer’s Com- pany's obligations with respect to such Securities under Sections 2.82.03, 2.92.04 and 2.07, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof) and (dD) this Article 10Nine. Subject to compliance with this Article 10Nine, the Issuer Company may exercise its option Legal Defeasance Option under this Section 9.02 with respect to the Securities notwithstanding the prior exercise of its option under Section 10.5 9.03 with respect to such Securities and any Coupons appertaining theretothe Securities. Following a legal defeasanceIf the Company exercises its Legal Defeasance Option, payment of such the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto.

Legal Defeasance. Upon the Issuer’s exercise under Section 8.1 of the option specified in Section 10.3 applicable to this Section with respect to the Securities of or within a series8.2, the Issuer shall and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its their obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto Subsidiary Guarantees and this Indenture and having cured all then-existing Defaults and Events of Default on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by such Securities obligations with respect to this Indenture, the Notes and any Coupons appertaining thereto the Subsidiary Guarantees, which shall thereafter be deemed to be “Outstanding” outstanding only for the purposes of Section 10.7 8.5 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its of their other obligations under such Securities and any Coupons appertaining thereto Notes, Subsidiary Guarantees and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on written demand of and at the expense of the Issuer, shall on an Issuer Order execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premiumand interest and premium on, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust funds referred to in clause (1) of Section 8.4; (b) the Issuer’s obligations with respect to such Securities Notes under Sections 2.82.2, 2.92.3, 3.2 2.4, 2.6, 2.7, 2.10 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.34.2; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation, under Sections 7.6, 8.5 and 8.7 and the obligations of the Issuer and the Subsidiary Guarantors in connection therewith; and (d) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the its prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3.

Legal Defeasance. Upon the IssuerCompany’s exercise under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.2, The Company shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4 hereof, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities and any Coupons appertaining thereto all outstanding Notes on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”)) except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on, such Notes when such payments are due from the trust referred to below, (ii) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and (iv) the Legal Defeasance provisions of this Indenture. For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 10.7 8.5 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premium, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 8.4(1); (b) the IssuerCompany’s obligations with respect to such Securities Notes under Sections 2.82.2, 2.92.3, 3.2 2.4, 2.5, 2.6, 2.7, 2.10 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.34.2 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.1 of the option specified in Section 10.3 applicable to this Section with respect 8.2, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4, the Issuer Company shall be deemed to have been discharged from its obligations with respect to such Securities all outstanding Notes, and any Coupons appertaining thereto each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guaranty, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.5 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities Notes and any Coupons appertaining thereto this Indenture, and each Subsidiary Guarantor shall be deemed to have satisfied all its obligations under its Subsidiary Guaranty and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.4 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, including Special Interest, if any, on on, such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.8, 2.9, 3.2 Article 2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; 4.2 (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 108. Subject If the Company exercises under Section 8.1 the option applicable to compliance with this Article 10, the Issuer may exercise its option under this Section notwithstanding 8.2, subject to the prior exercise satisfaction of its option under the conditions set forth in Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance8.4, payment of such Securities 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 8.2 notwithstanding the prior exercise of its option under Section 8.3.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by Board Resolution of the option specified in Section 10.3 applicable to this Section with respect to Board of Directors of the Securities of or within a seriesCompany, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes, and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 9.4 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities Notes are concerned, and any Coupons appertaining thereto are concerned the Guarantors shall have satisfied all of the obligations under the Guarantees and the Indenture (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 9.6 hereof, execute proper instruments in form and substance reasonably satisfactory to the Trustee and the Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds described in Section 10.6(a) 9.4 hereof and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (bB) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.92.9 and 4.19 hereof, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof), and (dD) the Company's rights of optional redemption and (E) this Article 109. Subject to compliance with this Article 109, the Issuer Company may exercise its option under this Section 9.2 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 9.3 below with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon the IssuerCompany’s exercise under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.2, the Issuers and the Guarantors, if any, shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4 hereof, the Issuer shall be deemed to have been discharged from its their obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto the Guarantees, as applicable, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”)) except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below, (ii) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ and Guarantors’, if any, obligations in connection therewith and (iv) the Legal Defeasance provisions of this Indenture. For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 10.7 8.5 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its of their other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar and all obligations of the Guarantors under the Guarantees, as such Securities and any Coupons appertaining thereto are concerned applicable (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premiumpremium and Additional Interest, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 8.4(1); (b) the Issuer’s Issuers’ obligations with respect to such Securities Notes under Sections 2.82.2, 2.92.3, 3.2 2.4, 2.5, 2.6, 2.7, 2.10 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.34.2 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 hereof and the Issuers’ and Guarantors’, if any, obligations in connection therewith; (d) the Issuers’ rights pursuant to Section 3.7; and (e) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the IssuerCompany’s exercise under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.2, The Company shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4 hereof, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities and any Coupons appertaining thereto all outstanding Notes on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”)) except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below, (ii) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and (iv) the Legal Defeasance provisions of this Indenture. For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 10.7 8.5 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premiumpremium and Additional Interest, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 8.4(1); (b) the IssuerCompany’s obligations with respect to such Securities Notes under Sections 2.82.2, 2.92.3, 3.2 2.4, 2.5, 2.6, 2.7, 2.10 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.34.2 hereof; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Sections 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (e) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.1 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.2, the Issuers and the Guarantors, as applicable, shall, subject to the Securities satisfaction of or within a seriesthe applicable conditions set forth in Section 8.4 hereof, the Issuer shall be deemed to have been discharged from its the Issuers’ and the Guarantor’s obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto Guarantees, as applicable, on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged all amounts owed under the outstanding Notes and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any Coupons appertaining thereto the outstanding Guarantees, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 10.7 8.5 hereof and the other Sections of this Indenture referred to in clause clauses (a) and (b) below of this SectionSection 8.2, and to have satisfied all its the Issuers’ and the Guarantor’s other obligations under such Securities and any Coupons appertaining thereto the Notes, the Guarantees and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the Issuer, shall on an Issuer Order execute proper instruments acknowledging the same, including instruments releasing the Collateral as security for the Notes and the Guarantees), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.4 hereof, and as more fully set forth in such SectionSection 8.4 hereof, payments in respect of the principal of, of and premium, if any, and interestInterest (and Liquidated Damages, if any, ) on such Securities or any Coupons appertaining thereto the Notes when such payments are due; , (b) the Issuer’s Issuers’ obligations with respect to such Securities the Notes under Article II and Sections 2.84.2, 2.94.6, 3.2 4.16, 4.18 and 3.3 and with respect to the payment of additional amounts4.22 hereof, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder under this Indenture and the Issuers’ and the Guarantors’ obligations in connection therewith and (d) this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Issuers may exercise its their option under this Section 8.2 notwithstanding the prior exercise of its their option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by Board Resolution of the option specified in Section 10.3 applicable to this Section with respect to Board of Directors of the Securities of or within a seriesCompany, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities the Notes and any Coupons appertaining thereto the Guarantors discharged from their obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 1104 are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, Notes and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto Notes are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 1106, execute proper instruments in form and substance reasonably satisfactory to the Trustee and Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 1104 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, if any, interest on such Securities or any Coupons appertaining thereto Notes when such payments are due; due from the trust referred to in Section 1104, (bB) the IssuerCompany’s obligations hereunder with respect to such Securities under Sections 2.8Notes concerning issuing temporary Notes, 2.9registration of Notes, 3.2 mutilated, destroyed, lost or stolen Notes and 3.3 the maintenance of an office or agency for payment and with respect to the payment of additional amountsmoney for security payments held in trust, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 1101(a)), and the Company’s obligations in connection therewith, and (dD) this Article 10Eleven. Subject to compliance with this Article 10Eleven, the Issuer Company may exercise its option under this Section 1102 with respect to the Notes notwithstanding the prior exercise of its option under Section 10.5 1103 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Defaultthe Notes.

Legal Defeasance. Upon the Issuer’s exercise The Company may at its option, by resolution of the option specified in Section 10.3 applicable to this Section Board of Directors, be discharged from its Obligations with respect to the Securities of or within a series, and the Issuer shall be deemed to have been Guarantors discharged from its obligations with respect to such Securities and any Coupons appertaining thereto their Obligations under the Guarantees on and after the date the conditions set forth in Section 10.6 8.04 below are satisfied (hereinafter “legal defeasance”hereinafter, the "Legal Defeasance Option"). For this purpose, exercise of such legal defeasance Legal Defeasance Option means that the Issuer Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Securities and any Coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7 and the other Sections of this Indenture referred to in clause (b) of this Section, and to have satisfied all its other obligations Obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the IssuerCompany, shall on an Issuer Order shall, subject to Section 8.06 hereof, execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of such outstanding Securities and any Coupons appertaining thereto to receive, receive solely from the trust funds described in Section 10.6(a) 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 interestinterest and Additional Interest, if any, on such Securities or any Coupons appertaining thereto when such payments are due; , (bB) the Issuer’s Company's obligations with respect to such Securities under Sections 2.82.03, 2.92.04 and 2.07, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (cC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof) and (dD) this Article 10Eight. Subject to compliance with this Article 10Eight, the Issuer Company may exercise its option Legal Defeasance Option under this Section 8.02 with respect to the Securities notwithstanding the prior exercise of its option under Section 10.5 8.03 below with respect to such Securities and any Coupons appertaining theretothe Securities. Following a legal defeasanceIf the Company exercises its Legal Defeasance Option, payment of such the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto.

Legal Defeasance. Upon the Issuer’s exercise under Section 8.1 of the option specified in Section 10.3 applicable to this Section with respect 8.2, the Issuer, Holdings and the Subsidiary Guarantors shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4, the Issuer shall be deemed to have been discharged from its their obligations with respect to such Securities all outstanding Notes, the Parent Guarantee and any Coupons appertaining thereto Subsidiary Guarantees and this Indenture on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Issuer, Holdings and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by such Securities obligations with respect to this Indenture, the Notes, the Parent Guarantee and any Coupons appertaining thereto the Subsidiary Guarantees, which shall thereafter be deemed to be “Outstanding” outstanding only for the purposes of Section 10.7 8.5 and the other Sections of this Indenture referred to in clause (a) and (b) of this Section, below and to have satisfied all its of their other obligations under such Securities and any Coupons appertaining thereto Notes, Parent Guarantee, Subsidiary Guarantees and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on written demand of and at the expense of the Issuer, shall on an Issuer Order execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes, Parent Guarantee and Subsidiary Guarantees, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, and interest and premium, if any, and intereston, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust funds referred to in Section 8.4(1); (b) the Issuer’s obligations with respect to such Securities under Sections 2.8Notes concerning issuing temporary Notes, 2.9registration of such Notes, 3.2 mutilated, destroyed, lost or stolen Notes and 3.3 the maintenance of an office or agency for payment and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3money for security payments held in trust; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.6, Section 8.5 and Section 8.7 and the obligations of the Issuer in connection therewith; and (d) the provisions of this Article 10Section 8.2. Subject to compliance with this Article 10VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3.

Legal Defeasance. Upon the IssuerCompany’s exercise under Section 8.1 of the option specified in Section 10.3 applicable to this Section with respect 8.2, the Company and the Subsidiary Guarantors shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.4, the Issuer shall be deemed to have been discharged from its their obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto Note Guarantees and this Indenture on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter hereinafter, “legal defeasanceLegal Defeasance”). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company and the Subsidiary Guarantors shall be deemed to have paid and discharged all of the entire indebtedness represented by such Securities obligations with respect to this Indenture, the Notes and any Coupons appertaining thereto the Note Guarantees, which shall thereafter be deemed to be “Outstanding” outstanding only for the purposes of Section 10.7 8.5 and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its of their other obligations under such Securities and any Coupons appertaining thereto Notes, Note Guarantees and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall on an Issuer Order execute proper instruments acknowledging the same), and this Indenture shall cease to be of further effect as to all such Notes and Note Guarantees, and cure all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities and any Coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 10.6(a) and as more fully set forth in such Section, receive payments in respect of the principal of, premiumand interest and premium on, if any, and interest, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are duedue from the trust funds referred to in Section 8.4(1); (b) the IssuerCompany’s obligations with respect to such Securities Notes under Sections 2.8Section 2.2, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3, Section 2.4, Section 2.6, Section 2.7, Section 2.10, and Section 4.2; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.6, Section 8.5 and Section 8.7 and the obligations of the Company and the Subsidiary Guarantors in connection therewith; and (d) the provisions of this Article 10VIII. Subject to compliance with this Article 10VIII, the Issuer Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3.

Legal Defeasance. Upon the Issuer’s Company's exercise under Section 8.02 hereof of the option specified in Section 10.3 applicable to this Section with respect 8.03, the Company shall, subject to the Securities satisfaction of or within a seriesthe conditions set forth in Section 8.05 hereof, the Issuer shall be deemed to have been discharged from its obligations with respect to such Securities all outstanding Notes and any Coupons appertaining thereto all obligations of the Guarantors shall be deemed to have been discharged with respect to their obligations under the Subsidiary Guarantees on and after the date the conditions set forth in Section 10.6 below are satisfied (hereinafter “legal defeasance”hereinafter, "Legal Defeasance"). For this purpose, such legal defeasance Legal Defeasance means that the Issuer Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the outstanding Notes and any Coupons appertaining thereto Subsidiary Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 10.7 8.06 hereof and the other Sections of this Indenture referred to in clause (a) and (b) of this Sectionbelow, and to have satisfied all its other obligations under such Securities and any Coupons appertaining thereto Notes and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the IssuerCompany, shall on an Issuer Order 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 such Securities and any Coupons appertaining thereto outstanding Notes to receive, receive solely from the trust funds fund described in Section 10.6(a) 8.05 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and interestLiquidated Damages, if any, on such Securities or any Coupons appertaining thereto Notes when such payments are due; , (b) the Issuer’s Company's obligations with respect to such Securities Notes under Sections 2.8Article 2 and Section 4.02 hereof, 2.9, 3.2 and 3.3 and with respect to the payment of additional amounts, if any, payable with respect to such Securities as specified pursuant to Section 2.3; (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 108. Subject to compliance with this Article 108, the Issuer Company may exercise its option under this Section 8.03 notwithstanding the prior exercise of its option under Section 10.5 with respect to such Securities and any Coupons appertaining thereto. Following a legal defeasance, payment of such Securities may not be accelerated because of an Event of Default8.04 hereof.