Common use of Covenant Defeasance Clause in Contracts

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 4.13, 4.14 and 4.15 hereof and clauses (solely with respect to Restricted Subsidiaries 4) and (other than the Co-Issuer)5) of Section 5.01(a), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a5.01(c), Sections 5.01(e) and 5.01(f) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(36.01(3) (solely with respect to clause (4) of Section 5.01(a)the covenants that are released upon a Covenant Defeasance), 6.01(a)(46.01(4), 6.01(a)(56.01(5), 6.01(a)(66.01(6) (solely with respect to the Company and its Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(76.01(7) (solely with respect to the Company and its Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9and 6.01(8) hereof shall not constitute Events of Default. If the Issuer exercises its covenant defeasance option, the First Liens, as they pertain to the Notes and the Guarantees, will be released and each Guarantor will be released from all its obligations under its Guarantee of the Notes.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries 4.13, 4.14, 4.15 (other than the Co-Issuerexistence of the Issuer (subject to Section 5.01 hereof)), 4.14, 4.15 and 4.16, 4.18 and clause 4.19 hereof and clauses (4) and (5) of Section 5.01(a), ) and Section 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer or any Subsidiary Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), Subsidiaries) and 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.14 and 4.15 and 4.16, and clause clauses (43) through (6) of Section 5.01(a), ) and Section 5.01(c) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied satisfied, and have each Guarantor’s obligation released with respect to its Guarantee (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and related Guarantees, the Issuers Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Company’s, exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary) and 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.16 hereof and clause clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), Subsidiaries) and 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuer and each of the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.093.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.9, 4.13 3.10, 3.13, 3.15, 3.16, 3.17 and Section 4.1 (solely with respect to Restricted Subsidiaries (other than the Co-Issuerexcept Section 4.1(a)(1) and 4.1(a)(2)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Guarantees will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely other than with respect to clause (4Section 4.1(a)(1) of Section 5.01(aand 4.1(a)(2)), 6.01(a)(46.1(a)(4), 6.01(a)(56.1(a)(5), 6.01(a)(66.1(a)(6), 6.1(a)(7) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(7and 6.1(a)(8) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 4.13, 4.14 and 4.15 hereof and clauses (solely with respect to Restricted Subsidiaries 4) and (other than the Co-Issuer)5) of Section 5.01(a), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a5.01(c), Sections 5.01(e) and 5.01(f) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(36.01(3) (solely with respect to clause (4) of Section 5.01(a)the covenants that are released upon a Covenant Defeasance), 6.01(a)(46.01(4), 6.01(a)(56.01(5), 6.01(a)(66.01(6) (solely with respect to Holdings III and its Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(76.01(7) (solely with respect to Holdings III and its Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9and 6.01(8) hereof shall not constitute Events of Default. If the Issuer exercises its covenant defeasance option, the First Liens, as they pertain to the Notes and the Guarantees, will be released and each Guarantor will be released from all its obligations under its Guarantee of the Notes.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.16, 4.14 and clause (4) of Section 5.01(a), 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder under this Indenture (it being understood that such Notes shall may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the such outstanding Notes, the Issuers Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), Subsidiaries) and 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9Subsidiaries) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the IssuersCollateral shall be released from the Lien securing the Notes as provided in Section 10.06 hereof, Holdings and the Note Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and clause 4.21 hereof and clauses (3) and (4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) clauses (solely with respect to clause 3), (4), (5), (6) of Section 5.01(a))6.01(a) hereof, 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7clause (7) of Section 6.01(a) hereof (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(8and clauses (8) and (9) or 6.01(a)(9of Section 6.01(a) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, each Issuer and each of the Issuers, Holdings and the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.09Section 3.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.9, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))3.10, 4.143.12, 4.15 and 4.163.14, 3.15, 3.19, 3.20, 3.21, and clause Section 4.1 (4except Section 4.1(a)(1) of Section 5.01(aand (a)(2), ) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Note Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Guarantees will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely other than with respect to clause Section 4.1(a)(1) and (4) of Section 5.01(aa)(2)), 6.01(a)(4Section 6.1(a)(6), 6.01(a)(56.1(a)(8), 6.01(a)(66.1(a)(9), and 6.1(a)(4) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(76.1(a)(5) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(86.1(a)(10) or 6.01(a)(9and 6.1(a)(11) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon The Issuers may, at their option and at any time, elect to have their obligations and the Issuers’ exercise under Section 8.01 obligations of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.16 and 4.16, 4.17 (except for obligations mandated by the TIA) and clause clauses (3) and (4) of Section 5.01(a), ) released with respect to the outstanding Notes on and after the a date the conditions set forth in Section 8.04 9.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit fail to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture Indenture, the Notes and such Notes the Note Guarantees shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to in this Section 8.039.03, subject to the satisfaction of the conditions set forth in Section 8.049.04, Sections 6.01(a)(3) (solely with respect to clause 6.01(3), (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6(5) and (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(96) shall not constitute Events of Default. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to Section 9.02 or this Section 9.03, the Issuers’ obligations in Article Two and Sections 7.07, 9.05, 9.06, 9.07 and 9.08 shall survive until such time as the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 9.05, 9.07 and 9.08 shall survive.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 8.03 of the option applicable to this Section 8.038.05, the Issuers, Holdings and the Note Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.048.06, be released from their its obligations under the covenants contained in Sections 3.094.03, 4.034.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.144.13, 4.15 and 4.16, and clause (4) of Section 5.01(a), 5.01 with respect to the outstanding Outstanding Notes on and after the date the conditions set forth in Section 8.04 8.06 are satisfied (hereinafter, “Covenant Defeasance”), and the Events of Default set forth in Sections 6.01(2), 6.01(3), 6.01(5), and 6.01(6) of Indenture shall cease to apply, in each case, on and after the date the conditions set forth in Section 8.06 have been satisfied, and the Notes shall thereafter be deemed not “outstanding” Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” Outstanding for all other purposes hereunder (it being understood that it is intended that such Notes shall not be deemed outstanding for accounting purposes)) and the other terms of Covenant Defeasance specified in Section 8.06 shall apply to the Notes. For this purpose, Covenant Defeasance means that, with respect to the outstanding Outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default (other than Sections 6.01(1), 6.01(8), 6.01(9), and 6.01(10)) under Section 6.016.01 or the terms of any supplemental indenture, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Section 8.03 of the Base Indenture is hereby amended and restated in its entirety as follows: “Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the IssuersCollateral shall be released from the Lien securing the Notes as provided in Section 10.06 hereof, Holdings and the Note Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.18, 4.19, 4.20 and clause 4.21 hereof and clauses (3), (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) clauses (solely with respect to clause 3), (4), (5) and (6) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(66.01(a) hereof (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7clause (7) of Section 6.01(a) hereof (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(8and clauses (8) and (9) or 6.01(a)(9of Section 6.01(a) hereof shall not constitute Events of Default.”

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Company and each of the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from each of their respective obligations under the covenants contained in Sections 3.09, 4.034.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17 and clause (45.01(a)(4) of Section 5.01(a), hereof with respect to the outstanding Notes Notes, on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to this Indenture, the outstanding NotesNotes and Note Guarantees, the Issuers Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and Indenture, such Notes and Note Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections Section 6.01(a)(3), (4), (5) (solely with respect to clause (4) of Section 5.01(a)defaults under Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.17), 6.01(a)(4(6), 6.01(a)(5(7), 6.01(a)(6(8), (9) (solely only with respect to Significant Subsidiaries or any group of Restricted Subsidiaries that are taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiaries Subsidiary) and (other than the Co-Issuer)), 6.01(a)(710) (solely only with respect to Significant Subsidiaries or any group of Restricted Subsidiaries that are taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiary) or 6.01(a)(9) shall hereof will not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuerexistence of the Issuers (subject to Section 5.01 hereof)), 4.144.15, 4.15 4.18 and 4.16, 4.19 hereof and clause clauses (4) and (5) of Section 5.01(a), Sections 5.01(b) and 5.01(c) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, that with respect to the outstanding Notes, the Issuers or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such series of Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), Subsidiaries) and 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.17, 4.18 and 4.16, 4.19 and clause clauses (4), (5), (7) and (8) of Section 5.01(a), ) and Section 5.01(c) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s, exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Significant Subsidiaries (or group of Restricted Subsidiaries that are together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal quarter end provided as required pursuant to Section 4.03) would constitute a Significant Subsidiaries (other than the Co-IssuerSubsidiary)), 6.01(a)(7) (solely with respect to Significant Subsidiaries (or group of Restricted Subsidiaries that are together (determined as of the most recent consolidated financial statements of the Issuer for a fiscal quarter end provided as required pursuant to Section 4.03) would constitute a Significant Subsidiaries (other than the Co-IssuerSubsidiary)), 6.01(a)(8) or and 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.14 and 4.15 hereof and 4.16, and clause clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3), (4), (5), (6) (solely with respect to clause Significant Subsidiaries) and (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(67) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9Subsidiaries) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.10 and 4.11, 4.12, 4.13 (solely and the Guarantors shall be deemed to have been discharged from their obligations with respect to Restricted Subsidiaries (other than the Co-Issuer))all Guarantees, 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In additionIf the Company exercises its Covenant Defeasance option, upon the Issuers’ exercise under Section 8.01 an Event of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth Default specified in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely only with respect to Restricted Subsidiaries covenants that are Significant Subsidiaries (other than the Co-Issuer)released as a result of such Covenant Defeasance), 6.01(a)(7), 6.01(a)(8) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(8Section 6.01(a)(9) or 6.01(a)(9) 6.01(a)(10), in each case, shall not constitute Events an Event of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the above option applicable to this Section 8.03with respect to any Outstanding series of Securities, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, Company shall be released from their its obligations under the covenants contained in Sections 3.097.03, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)8.01(3), 4.148.01(4), 4.15 10.08 through 10.19 and 4.1610.20(c), and clause (4) of and, if specified pursuant to Section 5.01(a)3.01, its obligations under any other covenant, with respect to the outstanding Notes such Outstanding series and any coupons appertaining thereto on and after the date the conditions set forth in Section 8.04 14.04 are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes such series and any coupons appertaining thereto shall thereafter be deemed to be not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with Sections 7.03, 8.01(3), 8.01(4), 10.08 through 10.19 and 10.20(c), or such covenantsother covenant, but shall continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Notessuch Outstanding series and any coupons appertaining thereto, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of any reference in any such Section or such other covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01paragraph 5.01(c) (with respect to Sections 7.03, 10.08 through 10.19 and 10.20(c)), paragraph (d), paragraph (f) and paragraph (l) (with respect to Sections 8.01(3) and 8.01(4)), but, except as specified above, the remainder of this Indenture and such Notes Securities and any coupons appertaining thereto shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), and 4.14, 4.15 and 4.16, and clause clauses (42) through (7) of Section 5.01(a), and Section 5.01(b) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), the Guarantees will be released pursuant to Section 13.06 and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any default thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(36.01(3) (solely with respect as it relates to clause (4) of Section 5.01(a)the covenants specified above), 6.01(a)(46.01(4), 6.01(a)(56.01(5), 6.01(a)(66.01(6), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(76.01(8) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiaries) or 6.01(a)(9and 6.01(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their the respective obligations of the Company and the Guarantors under (A) the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely except clause (i) thereof with respect to Restricted Subsidiaries (other than the Co-Issuer)Company), 4.14, 4.15 and 4.15, 4.16, 5.01(a)(iv) and clause 5.01(d) and Article 11 and (4B) of Section 5.01(a)the Subsidiary Guarantees, with respect to the outstanding Notes in each case shall be terminated on and or after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant or agreement, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or agreement or by reason of any reference in any such covenant or agreement to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(36.01(iv) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9through 6.01(viii) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, and clause clauses (1), (3), (4), (5), (6), (7) and (8) of Section 5.01(a), and Section 5.01(b) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), the Note Guarantees will be released pursuant to Section 13.06 and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any default thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Note Guarantees, the Issuers Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections Section 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(76.01(a)(9) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiaries) or 6.01(a)(9and Section 6.01(a)(10) shall not constitute Events of Default.

Covenant Defeasance. Upon The Issuer may, at its option and at any time, elect to have all of its obligations and the Issuers’ exercise under Section 8.01 obligations of the option applicable to this Section 8.03Guarantors under Sections 4.03, the Issuers4.05, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.034.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 11.03, 11.04, 11.05 and clause 11.06 and clauses (42) through (7) of Section 5.01(a), released with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 9.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer and its Restricted Subsidiaries may omit or fail to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture Indenture, the Notes and such Notes the Note Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to in this Section 8.039.03, subject to the satisfaction of the conditions set forth in Section 8.049.04, Sections 6.01(a)(36.01(3), (4), (5), (6), (7) (solely with respect to clause (4) a Restricted Subsidiary that is a Significant Subsidiary and any group of Section 5.01(a)Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries 8) and (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(99) shall not constitute Events of Default. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to Section 9.02 or this Section 9.03, the obligations of the Issuer and the Guarantors, as applicable, under Sections 7.07, 9.05 and 9.06 and, the obligations of the Trustee under Sections 9.05, 9.07 and 9.08 shall survive such discharge or release.

Covenant Defeasance. Upon the Issuers’ Company's exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.093.10, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.16, 4.17 and clause (4) of Section 5.01(a), ) with respect to the outstanding Notes Notes, and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 are satisfied (“"Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company's exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely only with respect to the failure of the Company to comply with clause (4) of Section 5.01(a)), 6.01(a)(4) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that are of the Company that, taken together would constitute a Significant Subsidiaries (other than the Co-Issuer)Subsidiary), 6.01(a)(8) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries of the Company that, taken together would constitute a Significant Subsidiary) and 6.01(a)(9) ), in each case, shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.14 and 4.15 hereof and 4.16, and clause clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(3), 6.01(a)(46.01(4), 6.01(a)(56.01(5), 6.01(a)(66.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(76.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiaries) or 6.01(a)(9and 6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s or the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their each of its obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.10 (including Section 3.09), 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, and clause (4) of Section 5.01(a4.17, 4.18, 4.19, 5.01(a)(3), 9.07 and 12.03 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall will be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(a)(3) (solely other than with respect to clause (4Sections 5.01(a)(1) of Section 5.01(aand 5.01(a)(2)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely other than with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Company), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default).

Covenant Defeasance. Upon the Issuers’ ' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings and Issuers (as well as the Note Guarantors Guarantors) shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.144.15, 4.15 and 4.16, 4.17 and clause (4) of Section 5.01(a), Article Five hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ ' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(c), 6.01(a)(46.01(d), 6.01(a)(56.01(e), 6.01(a)(66.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7and 6.01(i) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.048.4, be released from their its obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.17, 4.19, 4.20, 4.21 and 4.16, and clause (4) of Section 5.01(a), 5.1 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance covenant defeasance means that, with respect to the outstanding Notes, the Issuers or any of their Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4, Sections 6.01(a)(36.1(3) and (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(95) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.16, 4.14 and clause (4) of Section 5.01(a), 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder under this Indenture (it being understood that such Notes shall may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the such outstanding Notes, the Issuers Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), Subsidiaries) and 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9Subsidiaries) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuer and each of the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.09Section 3.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.9, 4.13 3.10, 3.11, 3.16, 3.19, 3.20, 3.21 and Section 4.1 (solely with respect to Restricted Subsidiaries except Section 4.1(a)(1) and (other than the Co-Issuera)(2)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Guarantees will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely other than with respect to clause Section 4.1(a)(1) and (4) of Section 5.01(aa)(2)), 6.01(a)(46.1(a)4), 6.01(a)(56.1(a)(5), 6.01(a)(66.1(a)6), 6.1(a)7) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(7and 6.1(a)(8) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, (i) the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their all obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.06 (with regard to Restricted Subsidiaries only), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.19 and clause (44.20 and Sections 5.01(a)(3) of and 5.01(b) hereof, except to the extent that any such obligations under Sections 4.03 and 4.04 are mandated by the TIA, and any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 5.01(a), 9.01 hereof with respect to the outstanding Notes and (ii) the occurrence of any event specified in Section 6.01(3) or 6.01(4) hereof, with respect to any of Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 and Sections 5.01(a)(iii) and 5.01(b) hereof, and any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 9.01 hereof, shall be deemed not to be or result in an Event of Default, in each case with respect to such Notes as provided in this Section 8.03 on and after the date on which the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”)satisfied, and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.“

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries Article 4 (other than the Co-Issuer)Section 4.01 and Section 4.14), 4.14clauses (1), 4.15 and 4.16(3), and clause (4) and (5) of Section 5.01(a), and Section 5.01(b) with respect to the outstanding Notes and Note Guarantees on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), the Note Guarantees will be released pursuant to Section 10.06, any collateral then securing the Notes or the Note Guarantees shall be released and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any default thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Note Guarantees, the Issuers Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries or any group of Restricted Subsidiaries that collectively (other than as of the Co-Issuer)), latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary) and 6.01(a)(8) (solely with respect to Restricted Subsidiaries or 6.01(a)(9any group of Restricted Subsidiaries that collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Company and each of the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.09Section 3.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.9, 4.13 3.10, 3.11, 3.13, 3.14, 3.16, 3.18, 3.19, 3.20 and Section 4.1 (solely with respect to Restricted Subsidiaries except Section 4.1(a)(1) and (other than the Co-Issuera)(2)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Note Guarantees, the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Note Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely other than with respect to clause Section 4.1(a)(1) and (4) of Section 5.01(aa)(2)), 6.01(a)(46.1(a)(4), 6.01(a)(56.1(a)(5), 6.01(a)(66.1(a)(6), 6.1(a)(7) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(76.1(a)(8) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary) or 6.01(a)(9and 6.1(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 8.02 of the option applicable to this Section 8.038.04, (i) the Issuers, Holdings Company and each of the Note Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.05 hereof, be released from each of their obligations respecting the Notes under the covenants contained in Sections 3.094.03, 4.034.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.17 and 4.16, 5.01(a)(D) (such release and clause (4) of Section 5.01(a), with respect termination hereinafter referred to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (as “Covenant Defeasance”), (ii) the Events of Default described under Sections 6.01(a)(3), (a)(4), (a)(5), (a)(6), (a)(7) and in Section 6.01(a)(9) and (a)(10) (but only with respect to Subsidiaries of the Company) in each case, will no longer constitute an Event of Default with respect to the Notes, (iii) the Subsidiary Guarantees respecting such Notes will be discharged and (iv) the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company and the Subsidiary Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this the Indenture and such the Notes shall will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s or the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their each of its obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.104.10 (including Section 3.09), 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, and clause (4) of Section 5.01(a4.17, 4.18, 4.19, 5.01(a)(3), 9.07 and 12.03 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it 134 being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall will be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.01(a)(3) (solely other than with respect to clause (4Sections 5.01(a)(1) of Section 5.01(aand 5.01(a)(2)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely other than with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Company), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default).

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 1201 of the option applicable to this Section 8.031203, (a) the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, Company shall be released from their its obligations under the covenants any covenant or provision contained in Section 405, Sections 3.09407 through 415, 4.03the provisions of clauses (iii), 4.07(iv) and (v) of Section 501(a) and the provisions of clauses (iii) and (iv) of Section 501(b) shall not apply, 4.08and (b) the occurrence of any event specified in clause (iv), 4.09, 4.10, 4.11, 4.12, 4.13 (solely v) (with respect to Restricted Subsidiaries (other than the Co-Issuer)Section 405, Sections 407 through 415, inclusive), 4.14(vi), 4.15 and 4.16(vii), and clause (4viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x), (xi) or (xii) of Section 5.01(a)601 shall be deemed not to be or result in an Event of Default, in each case with respect to the outstanding Defeased Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with such covenantscovenants or provisions, but shall continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant or provision to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01601, but, except as specified above, the remainder of this Indenture and such Outstanding Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors The Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.048.03, be released from their obligations under the covenants contained in Sections 3.09, 4.034.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.124.12 and 4.13, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.16, and clause (4iii) of Section 5.01(a)4.14(a) and Sections 4.15, with respect 4.16, 4.17, 4.18 and 4.19 and each Guarantor shall, subject to the outstanding Notes satisfaction of such conditions, be released from such Guarantor’s obligation under its Guarantee, on and after the date that the conditions set forth in Section 8.04 8.03 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” outstanding for the purposes of any direction, waiver, consent or declaration or act of the Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and the Guarantees, the Issuers and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.015.01, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject Subject to the satisfaction of the conditions set forth in Section 8.048.03, Sections 6.01(a)(35.01(iii) (solely with respect to clause (4) of the covenants described in this Section 5.01(a)8.02 and so defeased), 6.01(a)(45.01(iv), 6.01(a)(55.01(v), 6.01(a)(65.01(vi) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)only), 6.01(a)(75.01(vii) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)only), 6.01(a)(85.01(viii) or 6.01(a)(9and 5.01(ix) shall not constitute Events of DefaultDefault or Defaults hereunder.

Covenant Defeasance. (a) Upon the Issuers’ exercise under Section 8.01 7.01 hereof of the option applicable to this Section 8.037.03, the Issuers, Holdings and the Note Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.047.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries Article Four (other than the Co-Issuer)those in Section 4.01, Section 4.02, Section 4.04, Section 4.06 and Section 4.14), 4.14, 4.15 Section 3.08 and 4.16, and clause (4Section 5.01(a)(iv) of Section 5.01(a), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 7.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Outstanding Notes, the Issuers and any Guarantor may omit to comply with with, and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 7.01 of the option applicable to this Section 8.037.03, subject to the satisfaction of the conditions set forth in Section 8.047.04, Sections 6.01(a)(3an Event of Default specified in Section 6.01(a)(iii) (that resulted solely from the failure of the Company to comply with respect to clause (4iv) of Section 5.01(a), Section 4.10 or Section 4.15), 6.01(a)(4Section 6.01(a)(iv), 6.01(a)(5), 6.01(a)(66.01(a)(v) (solely only with respect to Restricted Subsidiaries covenants that are Significant Subsidiaries (other than the Co-Issuer)released as a result of such Covenant Defeasance), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)6.01(a)(vi), 6.01(a)(86.01(a)(vii) or 6.01(a)(9) and 6.01(a)(viii), in each case, shall not constitute Events an Event of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.048.4, be released from their its obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.17, 4.20, 4.21 and 4.16, and clause (4) of Section 5.01(a), 5.1 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance covenant defeasance means that, with respect to the outstanding Notes, the Issuers or any of their Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4, Sections 6.01(a)(36.1(3) and (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(95) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)4.14 and 4.15 and Section 5.01(a)(4), 4.14, 4.15 Section 5.01(c) and 4.16, and clause (4Section 5.01(d) of Section 5.01(a), with respect to the outstanding Secured Notes and to have the Liens on the Collateral released on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Secured Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of Secured Notes (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Secured Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesSecured Notes , the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default with respect to the Secured Notes under Section 6.01, but, except as specified above, the remainder of this Indenture and such Secured Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) the covenants contained in the sections of this Indenture specified in this Section 5.01(a)8.03), Section 6.01(a)(4), Section 6.01(a)(5), Section 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), Section 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer))and any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) and 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of DefaultDefault with respect to the Secured Notes.

Covenant Defeasance. Upon the Issuers’ Defeasor’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuer and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, shall be released from their any obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries Article IV (other than the Co-Issuer)Sections 4.1, 4.2, 4.5, 4.7, 4.15, 4.16, 4.17 and clauses (1), 4.14, 4.15 (2) and 4.16, and clause (4) of Section 5.01(a4.18(a), ) hereof with respect to the outstanding Notes and the Note Guarantees on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders holders of the Notes (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, (i) with respect to the outstanding Notes, the Issuers Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall (ii) payment on the Notes may not constitute a Default or be accelerated because of an Event of Default under specified in Section 6.01, but, except as specified above, the remainder 6.1(3) (but only if such Event of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable Default is triggered solely by a failure to this Section 8.03, subject to the satisfaction of comply with the conditions set forth in Section 8.04, Sections 6.01(a)(3clauses (3) (solely with respect to clause and (4) of Section 5.01(a4.18(a)), 6.01(a)(4Section 6.1(4) or (5) (insofar as they relate to Sections 4.3, 4.4, 4.6, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.18, 4.19, 4.20, 4.21 or 4.22), 6.01(a)(56.1(6), 6.01(a)(6(7) (solely with respect to Restricted Subsidiaries that are a Significant Subsidiaries (other than the Co-Issuer)Subsidiary) or 6.1(8), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(89) or 6.01(a)(9) shall not constitute Events of Default(10).

Covenant Defeasance. Upon the Issuers’ Company's exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, Company shall be released from their any obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.07, 4.08, 4.09(if the Company has made the election pursuant to the last sentence of this paragraph) 4.8, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.19, 4.23 and clause (4) of Section 5.01(a), 4.26 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (“Covenant Defeasance”)hereinafter, "COVENANT DEFEASANCE") and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purposethe purposes hereof, such Covenant Defeasance means that, (i) with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall (ii) payment on the Notes may not constitute a Default or be accelerated because of an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3clause (3) (solely with respect insofar as it relates to clause Section 4.14 hereof), (4) (insofar as it relates to Sections 4.3, 4.4, (if the Company has made the election pursuant to the last sentence of the immediately preceding paragraph) 4.8, 4.10, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.23 and 4.26 hereof), (5), (6) and (if the Company has made the election pursuant to the last sentence of the immediately preceding paragraph) (7) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default6.1 hereof.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Article 5 and Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.17 and clause (4) of Section 5.01(a), 4.19 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(36.01(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9through 6.01(6) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, each Issuer and each of the Issuers, Holdings and the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.093.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.9, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))3.10, 4.143.12, 4.15 and 4.163.14, 3.15, 3.19, 3.20, 3.21, and clause 4.1 (4except clauses 4.1(a)(1) of Section 5.01(aand (a)(2), ) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Note Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Guarantees will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely other than with respect to clause Section 4.1(a)(1) and (4) of Section 5.01(aa)(2)), 6.01(a)(4Section 6.1(a)(4) (with respect only to a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(56.1(a)(5) (with respect only to a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)6.1(a)(6), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)6.1(a)(8), 6.01(a)(86.1(a)(9), 6.1(a)(10) or 6.01(a)(9and 6.1(a)(11) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their its obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26, 4.28, 4.29, 4.30 and 4.31 hereof and clause (4iv) of Section 5.01(a), 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(36.01(c) (solely with respect to clause (4through 6.01(f) of and Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(66.01(l) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon On and after the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of date on which the conditions set forth in Section 8.044.6 are satisfied with respect to the Securities of or within any series, (i) the Company shall be released from their its obligations under the covenants contained in Sections 3.097.1 and 9.4 and, 4.03if specified pursuant to Section 3.1, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (its obligations under any other than the Co-Issuer)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a)covenant, with respect to such Securities and any interest coupons appertaining thereto, (ii) the outstanding Notes on and after occurrence of any event specified in Sections 5.1(d) or 5.1(i) (in each case, with respect to any of the date the conditions set forth obligations described in Section 8.04 are satisfied clause (“Covenant Defeasance”i) above) or 5.1(e) shall be deemed not to be or result in a Default or Event of Default (hereinafter, "covenant defeasance"), and the Notes such Securities and any interest coupons appertaining thereto shall thereafter be deemed to be not “outstanding” "Outstanding" for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with Section 7.1, or 9.4, such covenantsother covenant specified pursuant to Section 3.1, or Sections 5.1(d) or 5.1(i) (in each case, with respect to any of the obligations described in clause (i) above) or 5.1(e), but shall continue to be deemed “outstanding” "Outstanding" for all other purposes hereunder and (it being understood that iii) the provisions of Article 15 shall cease to be effective as to such Notes shall not be deemed outstanding for accounting purposes)Securities to the extent provided therein. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Notessuch Securities and any interest coupons appertaining thereto, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of any reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.015.1(d), 5.1(e) or 5.1(i) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Notes Securities and any interest coupons appertaining thereto shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon On and after the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of date on which the conditions set forth in Section 8.044.6 are satisfied with respect to the Securities of or within any series, (i) the Company shall be released from their its obligations under the covenants contained in Sections 3.097.1 and 9.4 and, 4.03if specified pursuant to Section 3.1, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (its obligations under any other than the Co-Issuer)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a)covenant, with respect to such Securities and any interest coupons appertaining thereto, (ii) the outstanding Notes on and after occurrence of any event specified in Sections 5.1(d) or 5.1(i) (in each case, with respect to any of the date the conditions set forth obligations described in Section 8.04 are satisfied clause (“Covenant Defeasance”i) above) or 5.1(e) shall be deemed not to be or result in a Default or Event of Default (hereinafter, "covenant defeasance"), and the Notes such Securities and any interest coupons appertaining thereto shall thereafter be deemed to be not “outstanding” "Outstanding" for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with Section 7.1 or 9.4, such covenantsother covenant specified pursuant to Section 3.1, or Sections 5.1(d) or 5.1(i) (in each case, with respect to any of the obligations described in clause (i) above) or 5.1(e), but shall continue to be deemed “outstanding” "Outstanding" for all other purposes hereunder and (it being understood that iii) the provisions of Article Fifteen shall cease to be effective as to such Notes shall not be deemed outstanding for accounting purposes)Securities to the extent provided therein. For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Notessuch Securities and any interest coupons appertaining thereto, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of any reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.015.1(d), 5.1(e) or 5.1(i) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Notes Securities and any interest coupons appertaining thereto shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, Company shall be released from their any obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.07, 4.08, 4.09(if the Company has made the election pursuant to the last sentence of this paragraph) 4.8, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.19, 4.23 and clause (4) of Section 5.01(a), 4.25 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasance”), ) and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purposethe purposes hereof, such Covenant Defeasance means that, (i) with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall (ii) payment on the Notes may not constitute a Default or be accelerated because of an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3clause (3) (solely with respect insofar as it relates to clause Section 4.14 hereof), (4) (insofar as it relates to Sections 4.3, 4.4, (if the Company has made the election pursuant to the last sentence of the immediately preceding paragraph) 4.8, 4.10, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.23 and 4.25 hereof), (5), (6) and (if the Company has made the election pursuant to the last sentence of the immediately preceding paragraph) (7) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default6.1 hereof.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and each of the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from each of their obligations under the covenants contained in Sections Section 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 4.033.10, 4.073.16, 4.083.19, 4.093.20, 4.10, 4.11, 4.12, 4.13 3.21 and Section 4.01 (solely with respect to Restricted Subsidiaries except Section 4.01(a)(1) and (other than the Co-Issuera)(2)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Guarantees will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely other than with respect to clause Section 4.01(a)(1) and (4) of Section 5.01(aa)(2)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or and 6.01(a)(9) hereof shall not constitute Events of Default. If the Issuer exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of this Article VIII, the Collateral will automatically be released from the Lien securing the Notes Obligations (and, for the avoidance of doubt, the Issuer will not be obligated to comply with Section 3.13 or otherwise create or perfect any security interests as security for the Notes thereafter).

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.16, 4.14 and clause (4) of Section 5.01(a), 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder under this Indenture (it being understood that such Notes shall may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the such outstanding Notes, the Issuers Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(8) or and 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Company and each of the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.16 and 4.16, 4.17 hereof and clause (4) of Section 5.01(a), ) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Note Guarantees, the Issuers Company and the Guarantors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Note Guarantees will be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(c), 6.01(a)(4(d), 6.01(a)(5(e), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)f), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)g), 6.01(a)(8(h) or 6.01(a)(9and (i) shall hereof will not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.164.15, and clause (4) of Section 5.01(a5.01(a)(4), 5.01(a)(5) and 5.01(e) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied satisfied, and have each Guarantor’s obligation released with respect to its Guarantee (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s, exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary) and 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. (a) Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under any or all (within the Company’s sole discretion) of the covenants contained in Sections 3.09, 4.034.05, 4.074.06, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.16 and 4.16, 4.17 and clause (4) of Section 5.01(a), ) with respect to the then outstanding Notes Notes, and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon (b) Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections an Event of Default specified in Section 6.01(a)(3) that resulted solely from the failure of the Company to comply with Section 5.01(a)(4), Section 6.01(a)(4) (only with respect to covenants that are released as a result of such Covenant Defeasance), Section 6.01(a)(5) (only with respect to covenants that are released as a result of such Covenant Defeasance), Section 6.01(a)(6), Section 6.01(a)(7), Section 6.01(a)(8) (solely with respect to clause (4) Significant Subsidiaries or any group of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries that, taken together (other than as of the Co-Issuer)), 6.01(a)(7date of the latest consolidated financial statements of the Company and its Restricted Subsidiaries) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.would

Covenant Defeasance. Upon the Issuers’ Company's exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.038.04, the Issuers, Holdings Company and each of the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.05 hereof, be released from their respective obligations under the covenants contained set forth in Sections 3.094.03(a), 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than as to the Co-Issuer)legal existence of the Company), 4.14, 4.15 4.15, 4.17, 4.19 and 4.16, 4.20 hereof and clause (4iv) of Section 5.01(a), 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.05 are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company's exercise under Section 8.01 8.02 hereof of the option applicable to this Section 8.038.04, subject to the satisfaction of the conditions set forth in Section 8.048.05 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(c), 6.01(a)(4(d), 6.01(a)(5(f), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8g) or 6.01(a)(9(h) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings Company and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, shall be released from their respective obligations under the covenants contained in Sections 3.094.7, 4.03, 4.07, 4.08, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 5.1(1)(c), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a5.1(1)(d), 5.1(1)(e), 6.1(5), 6.1(6), 6.1(7), 6.1(8) and Article X with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, neither the Issuers may omit to Company nor any Subsidiary Guarantor need comply with and or shall have no any liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01document, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.03, subject to the 8.3 and in satisfaction of the conditions set forth in Section 8.048.4, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a)(36.1(3) (solely with respect to clause (4the covenants contained in Sections 4.3, 4.5 through 4.8, 4.10 through 4.12, 4.14 through 4.18, 4.20 and 4.22 and Article V, Article X and Article XI hereof) of Section 5.01(aand 6.1(7) through 6.1(10)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their its obligations under the covenants contained in Sections 3.09, 4.03, 4.074.04, 4.084.05 and 4.09 through 4.17, 4.09, 4.10, 4.11, 4.12, 4.13 and the operation of clauses (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)4), 4.14, 4.15 and 4.16, and clause (45) or (6) of Section 5.01(a), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), ) and each Guarantor shall be released from all of its obligations under its Note Guarantee with respect to such covenants in connection with such outstanding Notes and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or 83 declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon If the Issuers’ exercise Company exercises under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3payment of the Notes may not be accelerated because of an Event of Default specified in clauses (c), (d), (e), (f), (g), (h) (solely with respect to clause Significant Subsidiaries or any group of Subsidiaries that, when taken together, would constitute a Significant Subsidiary) and (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6i) (solely with respect to Restricted Significant Subsidiaries or any group of Subsidiaries that are when taken together, would constitute a Significant Subsidiaries Subsidiary) of Section 6.01 or because of the Company’s failure to comply with clauses (other than the Co-Issuer)4), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(85) or 6.01(a)(9(6) shall not constitute Events of DefaultSection 5.01(a).

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, terminate and be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 4.15, 4.16 and 4.16, 4.17 hereof and clause (3) and (4) of Section 5.01(a) and, clause (1)(b), (1)(c), (1)(d) and (2) of Section 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)only), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)only), 6.01(a)(8), 6.01(a)(9) or 6.01(a)(9and 6.01(a)(10) shall not constitute Events of Default. If the Company exercises the Covenant Defeasance option, (a) the Subsidiary Guarantees in effect at such time will terminate and each Subsidiary Guarantor shall be automatically and unconditionally released and discharged from all of its obligations with respect thereto and (b) the Collateral will be released from the Liens securing the Notes in accordance with the provisions described above.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their its obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.164.13, and clause (4) of Section 5.01(a), 4.15 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04Sxxxxxx 0.00, Sections 6.01(a)(3) Xxxxxxxx 0.00 (solely with respect to clause (4) of Section 5.01(a)x), 6.01(a)(4(x), 6.01(a)(5(x), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)x), 6.01(a)(7(x) and (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issueri)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and each of the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their respective obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries Article 4 (other than the Co-Issuer))those in Sections 4.01, 4.02, 4.04, 4.06, 4.14, 4.15 4.22 and 4.16, 4.23) and in clause (4) of Section 5.01(a)) and in Article 11 and under all Collateral Agreements, with respect to the outstanding extent related to the Notes and the Subsidiary Guarantees, to which it is a party on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Subsidiary Guarantees, the Issuers Company and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Section 6.01(d)(2) and Sections 6.01(a)(36.01(e) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9through 6.01(h) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 4.13, 4.14 and 4.15 hereof and clauses (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 3) and 4.16, and clause (4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(8) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.164.15, and clause 4.17 and clauses (3), (4) and (5) of Section 5.01(a), Section 5.01(c) and Section 5.01(d) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder under this Indenture (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(8) or and 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.164.17 and clauses (iii), (iv), (v) and clause (4vi) of Section 5.01(a), Section 5.01(c) and Section 5.01(d) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder under this Indenture (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer and its Restricted Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(86.01(a)(9) or 6.01(a)(9and 6.01(a)(10) shall not constitute Events of Default.. SECTION 8.04

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from their its obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.17 and clause (4) of Section 5.01(a), 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance covenant defeasance means that, with respect to the outstanding Notes, the Issuers Issuer or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(3) and (solely with respect to clause (45) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Company and the Note Guarantors each Subsidiary Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from their its obligations under the covenants contained in Sections 3.094.3, 4.034.7, 4.074.8, 4.08, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.19 and clause clauses (4iii) and (iv) of Section 5.01(a), 5.1(a) and clauses (ii) and (iii) of Section 5.1(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(c) (solely with respect to clause (4through 6.1(f) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.164.15, and clause 4.17 and clauses (3), (4) and (5) of Table of Contents Section 5.01(a), Section 5.01(c) and Section 5.01(d) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder under this Indenture (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(8) or and 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ ' exercise under Section 8.01 12.01 of the option applicable to this Section 8.0312.03, (a) the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, shall be released from their respective obligations under the covenants any covenant or provision contained in Section 4.04 and 4.05 and Sections 3.094.07 through 4.17 and the provisions of clauses (e) and (f) of Section 5.01 shall not apply, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and (solely b) the occurrence of any event specified in clause (3) (with respect to Restricted Subsidiaries clauses (other than the Co-Issuere) and (f) of Section 5.01), (4) through (6) (with respect to Section 4.04 and 4.05, Sections 4.07 through 4.17, inclusive, and any such covenants provided pursuant to Section 9.01(5)), 4.14inclusive, 4.15 and 4.16(7), and clause (48) or (9) (with respect to Subsidiaries) or (10) of Section 5.01(a)6.01 shall be deemed not to be or result in an Event of Default, in each case with respect to the outstanding Defeased Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “outstanding” to be Outstanding for the purposes of any direction, waiver, consent or declaration or act Act of Holders (and the consequences of any thereof) in connection with such covenantscovenants or provisions, but shall continue to be deemed “outstanding” Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Outstanding Notes, the Company and the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantcovenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant or provision to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Outstanding Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04 and 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and clause clauses (2), (3) and (4) of Section 5.01(a), 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(3), 6.01(a)(46.01(4), 6.01(a)(56.01(5), 6.01(a)(66.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(76.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries) and 6.01(8), 6.01(a)(86.01(9) or 6.01(a)(9and 6.01(10) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18 and clause 4.19 hereof and Sections 5.01(a)(3) and (4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section Sections 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries or groups of Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), Subsidiaries) and 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.048.4, be released from their its obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.17 and clause (45.1(iii) of Section 5.01(a), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenantsco- venants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance covenant defeasance means that, with respect to the outstanding Notes, the Issuers Issuer or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4, Sections 6.01(a)(36.1(3), 6.1(5) (solely with respect to clause (4) of Section 5.01(a)the covenants that are released upon a covenant defeasance), 6.01(a)(4), 6.01(a)(5), 6.01(a)(66.1(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9and 6.1(7) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuer and each of the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.093.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.10, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))3.11, 4.14, 4.15 3.14 and 4.163.20, and clause (4Sections 4.1(a)(4) of Section 5.01(a), and 10.2(b)(v) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely with respect only to clause (4Sections 4.1(a)(4) of Section 5.01(aand 10.2(b)(v)), 6.01(a)(46.1(a)(4), 6.01(a)(56.1(a)(5), 6.01(a)(66.1(a)(6), 6.1(a)(7), 6.1(a)(8) (solely with respect only to a Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that are taken together would constitute a Significant Subsidiary), 6.1(a)(9) (with respect only to a Restricted Subsidiary that is a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to or any group of Restricted Subsidiaries that are taken together would constitute a Significant Subsidiaries (other than the Co-Issuer)Subsidiary), 6.01(a)(8and 6.1(a)(10) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.16 and 4.16, 4.20 hereof and clause (4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(76.01(a)(9) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(8and 6.01(a)(10) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 ‎Section 8.1 hereof of the option applicable to this Section 8.03‎Section 8.3, the Issuers, Holdings Issuer and each of the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04‎Section 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.09‎Section 3.2, 4.03‎3.3, 4.07‎3.4, 4.08‎3.5, 4.09‎3.6, 4.10‎3.7, 4.11‎3.8, 4.12‎3.9, 4.13 ‎3.10, ‎3.11, ‎3.16, ‎3.19, ‎3.20, ‎3.21 and ‎Section 4.1 (solely with respect to Restricted Subsidiaries except ‎Section 4.1(a)(1) and (other than the Co-Issuera)‎(2)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 ‎Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01‎Section 6.1(a) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall and Guarantees will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 ‎Section 8.1 hereof of the option applicable to this Section 8.03‎Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.04‎Section 8.4 hereof, Sections 6.01(a)(3‎6.1(a)(3) (solely other than with respect to clause ‎Section 4.1(a)(1) and (4) of Section 5.01(aa)‎(2)), 6.01(a)(4‎6.1(a)(4), 6.01(a)(5‎6.1(a)(5), 6.01(a)(6‎6.1(a)(6), ‎6.1(a)(7) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(7and 6.1(a)(8) (solely with respect only to Restricted Subsidiaries a Guarantor that are is a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, Company shall be released from their any obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.074.5, 4.084.6, 4.094.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries 4.13, 4.14, 4.15, 4.17, 4.18 and 5.1 (other than the Co-Issuerprovisions of Sections 5.1(a)(1) and (3)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasance”), ) and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). If the Company exercises its Covenant Defeasance option, each Guarantee and any Additional Guarantee in effect at the time of such Covenant Defeasance shall terminate at such time and be discharged and of no further force and effect. For this purposethe purposes hereof, such Covenant Defeasance means that, (i) with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall (ii) payment on the Notes may not constitute a Default or be accelerated because of an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3clause (2) (solely with respect only insofar as it relates to clause (4) of Section 5.01(a)4.6 or 4.15 hereof), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6(3) (solely with respect insofar as it relates to Restricted Subsidiaries that are Significant Subsidiaries Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, and 5.1 (other than the Co-Issuerprovisions of Sections 5.1(a)(1) and (3)), 6.01(a)(7(4), (5), (6) (solely with respect only to Significant Subsidiaries of the Company, including any group of Restricted Subsidiaries that are Significant Subsidiaries (other than of the Co-Issuer)Company referred to therein), 6.01(a)(8or (7) or 6.01(a)(9) shall not constitute Events of DefaultSection 6.1 hereof.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.17 hereof and clause clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)subject thereto), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), subject thereto) and 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 9.01 of the option applicable to this Section 8.039.03, the Issuers, Holdings Parent and the Note Guarantors its Restricted Subsidiaries shall, subject to the satisfaction of the conditions set forth in Section 8.049.04, be released from their the obligations under the covenants contained in Sections 3.095.03, 4.035.04, 4.075.07, 4.085.08, 4.095.09, 4.105.10, 4.115.11, 4.125.12, 4.13 5.13 (solely but only with respect to Restricted Subsidiaries (other than the Co-Issuer))second and third paragraph thereof) 5.14, 4.145.15, 4.15 and 4.165.16, and clause (45.17, 5.18, 5.19, 5.21, 5.22, 6.01(a)(iii) of Section 5.01(a), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 9.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.017.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 9.01 of the option applicable to this Section 8.039.03, subject to the satisfaction of the conditions set forth in Section 8.049.04, Sections 6.01(a)(37.01(c) (solely with respect to clause (4) of through Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(97.01(g) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.048.4, be released from their its obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 4.15, 4.17, 4.19, 4.20, 4.21, 4.23 and 4.16, and clause (4) of Section 5.01(a), 5.1 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance covenant defeasance means that, with respect to the outstanding Notes, the Issuers Parent or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4, Sections 6.01(a)(36.1(3) and (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(95) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, Section 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.22 hereof, clauses (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)6)(a), 4.14(6)(b), 4.15 (7), (8), (9) and 4.16, and clause (410) of Section 5.01(a)6.01 hereof, and the limitations contained in clauses (a)(4) and (a)(5) under Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”)) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes, and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.14 and 4.15 hereof and 4.16, and clause clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(3), 6.01(a)(46.01(4), 6.01(a)(56.01(5), 6.01(a)(66.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Parties), 6.01(a)(76.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Parties) or 6.01(a)(9and 6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and clause clauses (4iii) and (iv) of Section 5.01(a), ) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(iii), 6.01(a)(46.01(iv), 6.01(a)(56.01(v), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.,

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)Subsidiaries), 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.20 and 4.21 hereof and clause (4) of Section 5.01(a), ) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(5), 6.01(a)(46.01(6), 6.01(a)(5), 6.01(a)(66.01(7) (solely with respect to Restricted Subsidiaries that are constitute Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(76.01(8) (solely with respect to Restricted Subsidiaries that are constitute Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(86.01(9) or 6.01(a)(9and 6.01(10) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, terminate and be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.16, 4.17 hereof and clause Section 5.01(a) (4other than Section 5.01(a) and the immediately following clauses (1) and (2) of Section 5.01(a), ) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)only), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)only), 6.01(a)(8) or and 6.01(a)(9) shall not constitute Events of Default. If the Company exercises the Covenant Defeasance option, the Subsidiary Guarantees in effect at such time will terminate and each Subsidiary Guarantor shall be automatically and unconditionally released and discharged from all of its obligations with respect thereto.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuer and each of the Note Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.048.4, be released from each of their obligations under the covenants contained in Sections 3.09Section 3.2, 4.033.3, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 3.7 and Section 4.1 (solely with respect to Restricted Subsidiaries (other than the Co-Issuerexcept Section 4.1(a)(1) and 4.1(a)(2)), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1, but, except as specified above, the remainder of this Indenture and such Notes shall and Guarantees will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4, Sections 6.01(a)(36.1(3) (solely only as it relates to this Indenture and the covenants referenced in the first sentence of this Section 8.3), 6.1(4), 6.1(5), 6.1(6), (with respect only to clause (4the Issuer or a Significant Subsidiary) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 4.13, 4.14 and 4.15 hereof and clauses (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 3) and 4.16, and clause (4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3), (4), (5), (6) (solely with respect to clause Significant Subsidiaries) and (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(67) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9Subsidiaries) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuer and each of the Note Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.093.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.9, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))3.10, 4.143.11, 4.15 3.14, 3.15 and 4.16, 3.18 and clause (4Sections 4.1(a)(4) of Section 5.01(a), and 10.2(b)(v) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely with respect only to clause (4Sections 4.1(a)(4)) of Section 5.01(a)and 10.2(b)(u), 6.01(a)(46.1(a)(4), 6.01(a)(56.1(a)(5), 6.01(a)(66.1(a)(6), 6.1(a)(7), 6.1(a)(8) (solely with respect only to a Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that are taken together would constitute a Significant Subsidiary), 6.1(a)(9) (with respect only to a Restricted Subsidiary that is a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to or any group of Restricted Subsidiaries that are taken together would constitute a Significant Subsidiaries (other than the Co-Issuer)Subsidiary), 6.01(a)(8and 6.1(a)(10) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuers and the Note Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from their its obligations under the covenants contained in Sections 3.094.7, 4.034.8, 4.07, 4.08, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.144.15, 4.15 and 4.16, 4.17, 4.18 and clause (4) of Section 5.01(a), 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.l(d) (solely with respect to clause (4and 6.1(e) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect Notes, the Issuers, Holdings Issuer and the Note Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their its obligations under the covenants contained in Sections 3.094.02 (other than Section 4.02(e)), 4.034.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)5.01(a)(3), 4.145.01(b)(3), 4.15 5.01(b)(4) and 4.16, and clause (410.06(b) of Section 5.01(a), with respect to the outstanding Notes this Indenture on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstandingOutstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstandingOutstanding” for all other purposes hereunder (it being understood that such the Notes shall not be deemed outstanding Outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Outstanding Notes, the Issuers Issuer and its Restricted Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to the Notes, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(36.01(c) (solely only with respect to clause (4) of Section 5.01(a)defeased covenants hereunder), 6.01(a)(4), 6.01(a)(5), 6.01(a)(66.01(d) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7and 6.01(e) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of DefaultDefault with respect to such Notes. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture by exercising the Legal Defeasance option or the Covenant Defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings Issuer and each of the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.093.2, 4.033.3, 4.073.4, 4.083.5, 4.093.6, 4.103.7, 4.113.8, 4.123.9, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))3.10, 4.143.11, 4.15 and 4.163.14, 3.15, 3.18, and clause (43.22 and Sections 4.1(a)(4) of Section 5.01(a), and 10.2(b)(v) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 hereof are 107 satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes)hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Guarantees, the Issuers Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(36.1(a)(3) (solely with respect only to clause (4Sections 4.1(a)(4) of Section 5.01(aand 10.2(b)(v)), 6.01(a)(46.1(a)(4), 6.01(a)(56.1(a)(5), 6.01(a)(66.1(a)(6), 6.1(a)(7), 6.1(a)(8) (solely with respect only to a Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that are taken together would constitute a Significant Subsidiary), 6.1(a)(9) (with respect only to a Restricted Subsidiary that is a Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to or any group of Restricted Subsidiaries that are taken together would constitute a Significant Subsidiaries (other than the Co-Issuer)Subsidiary), 6.01(a)(8and 6.1(a)(10) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Company and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.16 and clause (43) of Section 5.01(a), ) with respect to the outstanding Notes Notes, and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Note Guarantees, on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, an Event of Default specified in Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(6), 6.01(a)(7) and 6.01(a)(8) (solely with respect to clause (4) Significant Subsidiaries or any group of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are that, taken together, would constitute a Significant Subsidiaries (other than the Co-Issuer))Subsidiary, 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer))in each case, 6.01(a)(8) or 6.01(a)(9) shall not constitute Events an Event of Default.

Covenant Defeasance. Upon the Issuers’ Company's exercise under Section 8.01 8.1 of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.048.4, be released from their its obligations under the covenants contained in Sections 3.09Section 4.3, 4.03Section 4.8 through Section 4.19, 4.07Article 10 and Article 11; the operation of Section 6.1(a)(vi), 4.08Section 6.1(a)(vii) and Section 6.1(a)(viii), 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than Significant Subsidiaries; the Co-Issueroperation of Section 6.1(a)(ix); and the limitations of Section 5.1(a)(v), 4.14Section 5.1(a)(vi), 4.15 Section 5.1(b)(v) and 4.16, and clause (4) of Section 5.01(a5.1(b)(vi), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 8.4 are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes shall thereafter be deemed not “"outstanding” " for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon If the Issuers’ exercise Company exercises under Section 8.01 of 8.1 the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4, Sections 6.01(a)(3payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.1(a)(iv) (solely with respect to clause (4) of the covenants contained in Section 5.01(a)4.3, Section 4.8 through Section 4.19, Article 10 and Article 11 only), 6.01(a)(4(a)(v), 6.01(a)(5(a)(vi), 6.01(a)(6(a)(vii), (a)(viii) and (a)(ix) (solely but in the case of clauses (a)(vii) and (a)(viii), with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)only), 6.01(a)(7) (solely or because of the failure of the Company or the Subsidiary Guarantors to comply with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Section 5.1(a)(v), 6.01(a)(8Section 5.1(a)(vi), Section 5.1(b)(v) or 6.01(a)(9) shall not constitute Events and Section 5.1(b)(vi). If the Company exercises its Covenant Defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guaranty and the Lien of Defaultthe Security Documents securing the Indenture will be released.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.16 and 4.16, 4.17 and clause clauses (4) and (5) of Section 5.01(a), ) and Section 5.01(b) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder under this Indenture (it being understood that such Notes shall may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the such outstanding Notes, the Issuers or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), Subsidiaries) and 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuersCo-Obligors’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors Co-Obligors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations obligations, and each Restricted Subsidiary shall be released from its obligations, under the covenants contained in Sections 3.094.03, 4.034.04(a) (to the extent not required by the TIA), 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.20, 4.21, 4.22, 5.01 and clause (4) of Section 5.01(a), Article Ten hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Co-Obligors and each Restricted Subsidiary may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the IssuersCo-Obligors’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(36.01(3) through (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(96) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shallObligors will, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)4.03(a)(4)-(8), 4.14, 4.15 and 4.16, and clause (4) of Section 5.01(a4.03(b), Section 4.04 and Sections 4.07 through 4.50 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” NY\5800144.17 for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Obligors may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall will be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(a), 6.01(a)(4(b), 6.01(a)(5(c), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)e), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)f), 6.01(a)(8(g), (h), (i), (j), (k), (l), (m), (n), (o) or 6.01(a)(9and (p) shall hereof will not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and 4.16, 4.20 and clause clauses (4), (5), (7) and (8) of Section 5.01(a), Section 5.01(c) and Section 5.01(d) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)and any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), 6.01(a)(8) or 6.01(a)(9and 6.019(a)(9) shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shallIssuers will, subject to the satisfaction of the conditions set forth in Section 8.04, be released from each of their obligations under the covenants contained in Sections 3.094.04, 4.03, 4.074.05, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 4.15, 4.16 and 4.164.18, and clause (43) of Section 5.01(a), ) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall will not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall will be unaffected thereby. In addition, upon the Issuers’ Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3payment of the Notes may not be accelerated because of an Event of Default set forth in clauses (3) (solely only with respect to clause the defeased covenants set forth in this Section 8.03), (4) of Section 5.01(a)), 6.01(a)(4(5) (with respect only to the Company and the Principal Guarantors), 6.01(a)(5), 6.01(a)(6) (solely 8) (other than with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-either Issuer)), 6.01(a)(7) or (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events 8) of DefaultSection 6.01.

Covenant Defeasance. Upon the Issuers’ exercise under Section ‎Section 8.01 hereof of the option applicable to this Section ‎Section 8.03, the Issuers, Holdings Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04‎Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.09‎4.03, 4.03‎4.04, 4.07118 ‎4.05, 4.08‎4.07, 4.09‎4.08, 4.10‎4.09, 4.11‎4.10, 4.12‎4.11, 4.13 (solely with respect to Restricted Subsidiaries ‎4.12, ‎4.14, ‎4.13 (other than the Co-Issuerexistence of the Issuers (subject to ‎Section 5.01 hereof)), 4.14‎4.15, 4.15 ‎4.17, ‎Section 4.18, ‎Section 4.19, ‎Section 4.20 and 4.16‎Section 4.21 hereof, and clause (4‎(iv) of Section 5.01(a), ‎Section 5.01 and ‎5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section ‎Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01‎Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section ‎Section 8.01 hereof of the option applicable to this Section 8.03‎Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04‎Section 8.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)‎6.01(iii), 6.01(a)(4‎6.01(iv), 6.01(a)(5‎6.01(v), 6.01(a)(6‎6.01(vi) (solely with respect to Restricted Subsidiaries (other than an Issuer) that are Significant Subsidiaries (other than the Co-Issuer)Subsidiaries), 6.01(a)(7‎6.01(vii) (solely with respect to Restricted Subsidiaries (other than an Issuer) that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8Subsidiaries) or 6.01(a)(9and ‎6.01(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuers, Holdings and the Note Guarantors Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, be released from their its obligations under the covenants contained in Sections 3.094.3, 4.034.4, 4.074.7, 4.084.8, 4.094.9, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))4.13, 4.14, 4.15 and (except with respect to the corporate existence of the Issuer), 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.22 hereof and clause (4iii) of Section 5.01(a), 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance covenant defeasance means that, with respect to the outstanding Notes, the Issuers Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.1(3) or 6.1(5) hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, subject to the satisfaction of the conditions set forth in Section 8.048.4 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.1(4), 6.01(a)(46.1(6), 6.01(a)(5), 6.01(a)(66.1(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7and 6.1(9) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and each of the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their respective obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries Article 4 (other than the Co-Issuer))those in Sections 4.01, 4.02, 4.04, 4.06, 4.14, 4.15 4.22 and 4.16, 4.23) and in clause (4) of Section 5.01(a), with respect ) and in Article 11 and under all Collateral Agreements to the outstanding Notes which it is a party on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes and Note Guarantees, the Issuers Issuer and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Section 6.01(d)(2) and Sections 6.01(a)(36.01(e) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9through 6.01(h) shall not constitute Events of Default.

Covenant Defeasance. Upon The Issuer may, at its option and at any time, elect to have its obligations and the Issuers’ exercise under Section 8.01 obligations of the option applicable to this Section 8.03, the Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.094.01(c), 4.03, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 (solely with respect to Restricted Subsidiaries (other than except for obligations mandated by the Co-Issuer)), 4.14, 4.15 TIA) and 4.16, and clause (4) of Section 5.01(a), 5.01released with respect to the outstanding Notes on and after the a date the conditions set forth in Section 8.04 9.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers Issuer may omit fail to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture Indenture, the Notes and such Notes the Note Guarantees shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 of the option applicable to in this Section 8.039.03, subject to the satisfaction of the conditions set forth in Section 8.049.04, Sections 6.01(a)(3) (solely with respect to clause 6.01(3), (4) of Section 5.01(a)), 6.01(a)(4(5), 6.01(a)(5), 6.01(a)(6(6) and (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) 8) shall not constitute Events of Default. Notwithstanding any discharge or release of any obligations under this Indenture pursuant to Section 9.02 or this Section 9.03, the Issuer’s obligations in Article Two and Sections 7.07, 9.05, 9.06, 9.07 and 9.08 shall survive until such time as the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 9.05, 9.07 and 9.08 shall survive.

Covenant Defeasance. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, Holdings Issuer and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, be released from their obligations under the covenants contained in Sections 3.094.03, 4.034.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer)), 4.14, 4.15 and 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and clause clauses (4iii) and (iv) of Section 5.01(a), ) with respect to the outstanding Notes of any series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding NotesNotes of such series, the Issuers Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.016.01 hereof, but, except as specified above, the remainder of this Indenture and the Notes of such Notes series shall be unaffected thereby. In addition, upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.048.04 hereof, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)6.01(iii), 6.01(a)(46.01(iv), 6.01(a)(56.01(v), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)6.01(vi), 6.01(a)(76.01(vii) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8and 6.01(viii) or 6.01(a)(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuers’ Company's exercise under Section 8.01 of the its ------------------- option applicable to have this Section 8.03, the Issuers, Holdings and the Note Guarantors shall, subject 8.03 applied to the satisfaction of outstanding Convertible Notes (in whole and not in part), (i) the conditions set forth in Section 8.04, Company shall be released from their its obligations under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10, 4.05 through 4.11, 4.12inclusive, Sections 4.13 (solely with respect to Restricted Subsidiaries (other than the Co-Issuer))through 4.15, 4.14, 4.15 and 4.16inclusive, and clause any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 9.01 hereof, (4ii) the occurrence of any event specified in Section 5.01(a)6.01(c) or Section 6.01(d) hereof, with respect to any of Sections 4.05 through 4.11, inclusive, Sections 4.13 through 4.15, inclusive, and any covenant added to this Indenture subsequent to the outstanding Issue Date pursuant to Section 9.01 hereof, shall be deemed not to be or result in an Event of Default, in each case with respect to such Convertible Notes as provided in this Section 8.03 on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“hereinafter called "Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes"). For this purpose, such Covenant Defeasance means that, with respect to the outstanding such Convertible Notes, the Issuers Company and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenantspecified Section (to extent so specified in the case of Sections 6.01(c) and 6.01(d) hereof), whether directly or indirectly, indirectly by reason of any reference elsewhere herein to any such covenant Section or by reason of any reference in any such covenant Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, document; but the remainder of this Indenture Indenture, the Convertible Note Guarantees, if any, and such Convertible Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3) (solely with respect to clause (4) of Section 5.01(a)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries (other than the Co-Issuer)), 6.01(a)(8) or 6.01(a)(9) shall not constitute Events of Default.