Common use of Covenant Defeasance Clause in Contracts

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) 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 and the Guarantees, the 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.033.09, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.18 and 4.15 5.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(g) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option specified in Section 10.3 applicable to this Section 8.03with respect to any Securities of or within a series, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Guarantor shall be released from their respective obligations under the covenants contained in Sections 4.03Section 9.1, 4.04Section 9.2 and Section 3.5 through Section 3.10 inclusive, 4.05and, 4.07if specified pursuant to Section 2.3, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof their obligations under any other covenant with respect to such Securities and any Coupons appertaining thereto and the outstanding Notes related Guarantee on and after the date the conditions set forth in Section 8.04 hereof 10.6 are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance”), and such Securities and any Coupons appertaining thereto and the Notes related Guarantee shall thereafter be deemed to be 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 Section 9.1, Section 9.2 and Section 3.5 through Section 3.10 inclusive, 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 Notes such Securities and the Guaranteesany Coupons appertaining thereto, the Issuer and the Guarantors Guarantor 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 default or an Event of Default under Section 6.01 hereof5.1 or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Notes Securities and the Guarantees any Coupons appertaining thereto shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 4.20 hereof and clauses clause (iv) and (vd) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(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 purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3), (4), (5), (6), (7) (solely with respect only as such clause 7 applies to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect 8) (only as such clause 8 applies to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSignificant Subsidiaries) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof hereof, the first sentence of Section 4.16 hereof, and clauses (iv) and (v) of Section 5.01(a), and Sections 5.01(c5.01(d) and 5.01(d5.01(e) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof 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 all outstanding Notes and the related Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.17, 4.18 and 4.15 4.19 hereof and clauses (iv) and (v) 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 and the Guarantees, the 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.033.09, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.19 and 4.15 5.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(g) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) 5.01 and 5.01(d) Section 10.04 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 purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) Sections 6.01(3), (solely 4), (5), (6), (7), (8) (with respect to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries only), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi(9) (solely with respect to Restricted Significant Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoonly) and 6.01(a)(viii(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and hereof, clauses (iv4) and (v5) 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 the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the 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 6.01 hereof, but, except as specified abovein this Section 8.03, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s and the Guarantors, if applicable, exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuer and the Guarantors Guarantors, if applicable, shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from their its obligations under the covenants contained in Sections 4.034.3, 4.044.4, 4.054.7, 4.074.8, 4.08, 4.094.9, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (hereinafter, “Covenant Defeasancecovenant defeasance” and, together with legal defeasance, “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 and the GuaranteesNotes, the Issuer and or any of the Guarantors 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 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.1(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto6), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto7) and 6.01(a)(viii(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to any Outstanding Securities of or within a series, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants covenant contained in Sections 4.03Section 4.04 and, 4.04if specified as contemplated by Section 2.02, 4.05its obligations under any other covenant, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes such Outstanding Securities on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall such Securities will 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 will 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 Notes Outstanding Securities and the related Securities Guarantees, the Issuer 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 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes Securities and the related Securities Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofwith respect to any Outstanding Securities of or within a series, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, clauses (4) through 6 of Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall 6.01 will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Co-Issuers’ exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.038.04, (i) the Issuer Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.05, be released from each of their obligations under the covenants contained in Sections 4.034.03 (other than with respect to the legal existence of the Co-Issuers), 4.04, 4.054.09 through 4.19, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.21 and 4.15 hereof and 5.01 (except for the covenants contained in clauses (iva)(1) and (va)(2) of Section 5.01(a), Sections 5.01(cthereof) 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 8.05 are satisfied (hereinafter, “Covenant Defeasance”), (ii) the Co-Issuers and the Guarantors may cause the release of the Note Guarantees and of any Liens securing the Notes or the Guarantees, and (iii) 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 and the Guarantees, the Issuer Co-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 comply, and any release of the Note Guarantees or of Liens securing the Notes or the Note Guarantees, shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Co-Issuers’ exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.03 hereof8.04, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(10) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to the Notes, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03Section 3.09, 4.04Section 4.02, Section 4.05, Section 4.06, Section 4.07, 4.08, Section 4.09, 4.10Section 5.01 and Section 5.02 of this Indenture and from the operation of Section 6.01(4) of this Indenture, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivthe bankruptcy provisions in Sections 6.01(5) and (vSection 6.01(6) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof this Indenture with respect to the outstanding Notes on Subsidiary Guarantors and after the date the conditions set forth in Section 8.04 hereof are satisfied 6.01(7) of this Indenture (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 and the Guarantees, the Issuer 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 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofhereof with respect to the Notes, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii6.01(3) hereof (solely with respect to the covenants that are released upon a Covenant Defeasance)described in Sections 3.09, 6.01(a)(iv)4.02, 6.01(a)(v)4.05, 6.01(a)(vi4.06, 4.07, 5.01 and 5.02) (solely and Sections 6.01(4) and 6.01(6) with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viithe Subsidiary Guarantors and Section 6.01(7) (solely shall not constitute an Event of Default with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Defaultthe Notes.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.034.06, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.07 and 4.15 4.08 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance6.01(3), 6.01(a)(iv(4), 6.01(a)(v), 6.01(a)(vi) and (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii7) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors its Restricted Subsidiaries shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.053.09, 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 and 4.15 hereof 4.21 and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(dthe first sentence 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 (“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 and the Subsidiary Guarantees, the Issuer 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 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof and 4.17 hereof, clauses (iv4) and (v5) 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 the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the 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 6.01 hereof, but, except as specified abovein this Section 8.03, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuers), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Article 4 (other than those in Sections 4.034.01, 4.044.02, 4.054.06 and 4.14), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 Article 12 and 4.15 hereof and in clauses (ivd) and (ve) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer Issuers and the Guarantors 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(f) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(h) hereof shall not constitute Events of Default. If the Issuers exercise their Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 4.17 hereof and clauses (ivSections 5.01(a)(1)(d) and (v) of Section 5.01(ae), Sections 5.01(c) and 5.01(dSection 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 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 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 and the Guarantees, the Issuer 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 document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. If the Issuers exercise the Covenant Defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3), 6.01(4) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(5), 6.01(a)(v6.01(6), 6.01(a)(vi6.01(7) (solely with respect to the Company’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(8) (solely with respect to the Company’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Article 4 (other than those in Sections 4.034.01, 4.044.02 and 4.06 and, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof solely with respect to the outstanding Notes Issuers, 4.14) and in clause (d) of Section 5.01 hereof 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 and the GuaranteesNotes, the Issuer Issuers and the Guarantors 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.01(d) and 6.01(a)(viiiSections 6.01(f) through 6.01(h) hereof shall not constitute Events of Default. If the Issuers exercise their Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivD) and through (vH) of Section 5.01(a5.01(a)(i), Sections 5.01(cSection 5.01(d), Section 5.01(e) and 5.01(d) Article X 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 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 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 and the Guarantees, the 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 document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(d), 6.01(a)(v6.01(e), 6.01(a)(vi6.01(f) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(g) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(h) and 6.01(a)(viii6.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, 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, 4.14 4.14, 4.15 and 4.15 hereof 4.16 hereof, and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(dSection 5.01(e) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof 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 all outstanding Notes and the related Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Co-Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 4.20 hereof and clauses clause (iv) and (v4) 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 (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 and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3), (4), (5), (6), (7) (solely with respect only as such clause 7 applies to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries), 6.01(a)(iv(8) (only as such clause 8 applies to Significant Subsidiaries), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto9) and 6.01(a)(viii(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.039.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.105.04, 4.115.06, 4.125.07, 4.135.08, 4.14 5.09, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17 and 4.15 6.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to the Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 10.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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 7.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.03 9.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, Section 6.01(a)(iiiSections 7.01(d) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 7.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv3) and (v4) of Section 5.01(a), Sections 5.01(c) 5.01 and 5.01(d) Section 10.04 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 purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer Issuers 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 120 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) Sections 6.01(3), (solely 4), (5), (6), (7), (8) (with respect to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries only), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi(9) (solely with respect to Restricted Significant Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoonly) and 6.01(a)(viii(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer ARP and the Guarantors Restricted Subsidiaries shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a4.15, 4.18, 5.01(a)(iii), Sections 5.01(c) and 5.01(d5.01(e) hereof and any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes Notes, the Issuers and the Guarantees, the Issuer and the Guarantors 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(iii), (iv), (v), (vi), (vii) (solely with respect to Significant Subsidiaries of the covenants that are released upon a Covenant DefeasanceCompany), 6.01(a)(iv(viii), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoix) and 6.01(a)(viii(x) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivD) and through (vE) of Section 5.01(a5.01(a)(i), Sections 5.01(cSection 5.01(d) and 5.01(dSection 5.01(e) 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 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 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 and the Guarantees, the 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 document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01.c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01.d), 6.01(a)(v6.01(e), 6.01(a)(vi6.01.f) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01.g) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01.h) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0312.03, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.084.06, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.10 and 4.15 4.11 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) Article X hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 12.04 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 purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesGuarantee, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.03 hereof12.03, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.01(d) and 6.01(a)(viii6.01(e) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, each Guarantor shall be released from their its obligations under the covenants contained in Article 5 and in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof 4.18 with respect to the outstanding Notes and Subsidiary Guarantees, if any, on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes and the Subsidiary Guarantees, if any, shall thereafter be deemed to be not “"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 covenants, but shall continue to be deemed “"outstanding” " for all other purposes hereunder (it being understood that such Notes and Subsidiary Guarantees, if any, shall not be deemed outstanding for financial accounting purposes). For this purpose, Covenant Defeasance such covenant defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, if any, the Issuer Company and the Guarantors 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 hereof6.01(c) or Section 6.01(d), but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees Subsidiary Guarantees, if any, shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretothrough 6.01(f) and 6.01(a)(viiiSection 6.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers, the Restricted Subsidiaries of Xxxx Las Vegas and the any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.13 and 4.15 through 4.29 inclusive hereof and clauses clause (iv) and (v5) 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 (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 and the Note Guarantees, the Issuer Issuers and each of the Guarantors released 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasancethrough 6.01(h), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSection 6.01(j) and 6.01(a)(viiiSections 6.01(n) through 6.01(p) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.0312.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, be released from each of their obligations under the covenants contained in Sections 4.0310.05, 4.0410.06, 4.0510.07, 4.0710.08, 4.0810.09, 4.0910.10, 4.1010.11, 4.1110.12, 4.1210.13, 4.1310.14, 4.14 and 4.15 hereof and clauses 10.15, 10.16, 10.17, 10.18, clause (iv) and (v3) of the first paragraph of Section 5.01(a), Sections 5.01(c8.01 and any covenant provided pursuant to Section 9.01(ii) and 5.01(d) hereof with respect to the outstanding Notes Outstanding Securities on and after the date the conditions set forth in Section 8.04 hereof 12.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall Securities 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 Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Outstanding Securities and the Guarantees, the Issuer 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 6.01 hereof5.01, but, except as specified above, the remainder of this Indenture and such Notes Securities and the Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.03 hereof12.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, Section 6.01(a)(iiiSections 5.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 5.01(5) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16 and 4.15 4.17 hereof and clauses (iv3) and (v4) 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 (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 of the Notes (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 Notes and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of Default.. 105

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.18, 4.21, 4.22, 4.23 and 4.15 hereof and clauses (iv5.01(a)(iii) and (v) 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 (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 not to be outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section Sections 6.01(a)(iii) through (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(viix) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivSections 5.01(a)(iv), 5.01(a)(v), 5.01(b) and (v) 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 may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(d), 6.01(a)(v6.01(e), 6.01(a)(vi6.01(f) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii6.01(g) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii6.01(h) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuer, the Parent and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.044.05, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.10 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof 4.11 with respect to the outstanding Notes Notes, and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to all Guarantees (other than the Guarantee of the Parent), 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 this Indenture and the outstanding Notes and the GuaranteesNotes, the 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 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Indenture, the Notes and the Guarantees Guarantee of the Parent shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, an Event of Default specified in Section 6.01(a)(iii6.01(3) (only with respect to covenants that are released as a result of such Covenant Defeasance) and 6.01(4), (5) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(viParent or any Significant Subsidiary) and (6) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viithe Parent or any Significant Subsidiary) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not will no longer constitute Events an Event of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.074.06, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 , 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) Article 5 hereof with respect to the outstanding Notes and the Subsidiary Guarantees on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes and the Subsidiary Guarantees 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 and the Subsidiary Guarantees shall not be deemed outstanding for financial accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, the Issuer Company and the Guarantors 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 document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 6.01(3), (4) or (5) hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, and clauses (iv4), (5), (6) and (v7) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(8) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 4.18 hereof and clauses clause (iv) and (v2) 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 (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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default. If the Company exercises its Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its Note Guarantee, and any security for the Notes (other than the trust) will be released.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.0312.03, the Issuer Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, be released from each of their obligations under the covenants contained in Sections 4.0310.05, 4.0410.06, 4.0510.07, 4.0710.08, 4.0810.09, 4.0910.10, 4.1010.11, 4.1110.12, 4.1210.13, 4.1310.14, 4.14 and 4.15 hereof and clauses 10.15, 10.16, 10.17, 10.18, clause (iv) and (v3) of the first paragraph of Section 5.01(a), Sections 5.01(c8.01 and any covenant provided pursuant to Section 9.01(ii) and 5.01(d) hereof with respect to the outstanding Notes Outstanding Securities on and after the date the conditions set forth in Section 8.04 hereof 12.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes Securities 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 Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes Outstanding Securities and the Guarantees, the Issuer 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 hereof5.01, but, except as specified above, the remainder of this Indenture and such Notes Securities and the Guarantees shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof 12.01 of the option applicable to this Section 8.03 hereof12.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof12.04, Section 6.01(a)(iiiSections 5.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 5.01(5) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16 and 4.15 4.17 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes Notes, and the Guarantors will be released from their obligations with respect to the Note Guarantees, 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 Notes and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(7) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) inclusive hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.15 4.22 hereof and clauses clause (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Subsidiary Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Subsidiary Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(i) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23 and 4.15 4.24 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto6), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) 7), (8) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to the Notes, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03Section 3.09, 4.04Section 4.02, Section 4.05, Section 4.06, Section 4.07, 4.08, Section 4.09, 4.10Section 5.01 and Section 5.02 of this Indenture and from the operation of Section 6.01(4) of this Indenture, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivthe bankruptcy provisions in Sections 6.01(5) and (vSection 6.01(6) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof this Indenture with respect to the outstanding Notes on Subsidiary Guarantors and after the date the conditions set forth in Section 8.04 hereof are satisfied 6.01(7) of this Indenture (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 and the Guarantees, the Issuer 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 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofhereof with respect to the Notes, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii6.01(3) hereof (solely with respect to the covenants that are released upon a Covenant Defeasance)described in Sections 3.09, 6.01(a)(iv)4.02, 6.01(a)(v)4.05, 6.01(a)(vi4.06, 4.07, 5.01 and 5.02) (and Sections 6.01(4) and 6.01(6) solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(viithe Subsidiary Guarantors and Section 6.01(7) (solely shall not constitute an Event of Default with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Defaultthe Notes.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv4) and (v5) of Section 5.01(a), and 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 and the Guarantees, the 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 document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(7) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof and 4.17 hereof, clauses (iv4) and (v5) 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 the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the 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 6.01 hereof, but, except as specified abovein this Section 8.03, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 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, 4.22, 4.23, 4.24 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 4.25 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 of Notes (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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, and 4.15 4.17 hereof and clauses clause (iv) and (v4) 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 (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 Notes and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivSections 5.01(a)(1)(d) and (v) of Section 5.01(ae), Sections 5.01(c) and 5.01(dSection 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 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 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 and the Guarantees, the 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 document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(7) (solely with respect to the Issuer’s Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16 and 4.15 4.17 hereof and clauses clause (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 and the Liens on the Collateral granted under the Collateral Documents and Intercreditor Agreement will be released (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)) or thereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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, the Collateral Documents or the Intercreditor Agreement, 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretothrough 6.01(f) and 6.01(a)(viiiSection 6.01(j) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv4), (5), (6) and (v7) 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 (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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(h) hereof shall will not constitute Events of Default.”

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof 1201 of the option applicable to this Section 8.031203, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from Issuers may terminate (i) their obligations under the covenants any covenant contained in Sections 4.031007 through 1015 and Section 1017, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivii) and (v) the operation of Section 5.01(a501(iv), Sections 5.01(cSection 501(v), Section 501(vi) and 5.01(d) hereof (except with respect to the outstanding Notes on Issuers), Section 501(vii) (except with respect to the Issuers) and after Section 501(iii) (with respect to the date covenants described in clause (i) above) and (iii) the conditions set forth limitations contained in Section 8.04 hereof are satisfied Sections 801(iii) and 801(iv) (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 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 will not be deemed outstanding for accounting purposes). If the Issuers exercise their covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified under Section 501(iv), (v), (vi) (except with respect to the Issuers), (vii) (except with respect to the Issuers) and Section 501(viii) (with respect to the covenants described in clause (i) above) or because of the failure of the Issuers to comply with Section 801(iii) or 801(iv). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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 hereof501(iii), but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.039.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.105.04, 4.115.06, 4.125.07, 4.135.08, 4.14 5.09, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16 and 4.15 6.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to the Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 10.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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 7.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.03 9.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, Section 6.01(a)(iiiSections 7.01(d) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 7.01(i) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 4.03Section 3.2, 4.043.3, 4.053.4, 4.073.5, 4.083.6, 4.093.7, 4.103.8, 4.113.9, 4.12, 4.13, 4.14 Section 3.16 and 4.15 hereof and clauses clause (iv) and (viii) of Section 5.01(a), Sections 5.01(c) and 5.01(d4.1(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 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 and the Guarantees, the 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 6.01 hereof6.1, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, Section 6.01(a)(iii) clauses (solely with respect to the covenants that are released upon a Covenant Defeasance3), 6.01(a)(iv(4), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5) and 6.01(a)(viii(7) hereof of Section 6.1 shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19, 4.21, 4.23 and 4.15 4.24 hereof and clauses clause (iv) and (v3) 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 (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 and the Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(i) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon Unless this Section 8.5 is otherwise specified in any Note or Supplemental Indenture providing for Notes of a series to be inapplicable to the Issuer’s Notes of such series, upon the Issuers exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the 8.2. The Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.6, be released from each of their obligations under the covenants contained in Sections 4.036.6 through 6.12, 4.046.14, 4.056.15 and 10.1 (collectively, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (ivthe "Defeased Covenants") and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes of any series on and after the date the conditions set forth in Section 8.04 hereof 8.6 are satisfied (“hereinafter, "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 thereof (and the consequences of any thereof) in connection with such covenantsthe Defeased 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 and the Guaranteesof any applicable series, the 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 covenantDefeased 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s 's exercise under Section 8.01 hereof 8.2 of the option applicable to this Section 8.03 hereof8.5, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.6, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 7.1(c), 6.01(a)(iv7.1(d), 6.01(a)(v7.1(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto7.1(f), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto7.1(g) and 6.01(a)(viii7.1(h) hereof shall not constitute Events of DefaultDefault in respect of Notes of such series.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Parent Guarantor, the Company and each of the Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.17 and 4.15 4.18 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Note Guarantees, the Issuer Parent Guarantor, the 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5) hereof, and Section 6.01(a)(iii6.01(8) hereof (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiiNote Guarantees of Subsidiary Guarantors only) hereof shall will not constitute Events of Default. For the avoidance of doubt, all obligations of the Parent Guarantor under Article 10 hereof shall remain in full force and effect regardless of such Covenant Defeasance.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 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 4.15 4.20 hereof and Section 5.01(a) (other than clauses (iv1) and (v2) 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 (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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiipayment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(3), (4), (5) (solely with respect only to the covenants that are released upon a Covenant DefeasanceCompany and Significant Subsidiaries), 6.01(a)(iv(6) (with respect only to the Company and Significant Subsidiaries), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto7) and 6.01(a)(viii) (8) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4.17, and 4.15 4.18 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and Section 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 (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 and the Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto6), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) 7), (8) and 6.01(a)(viii(11) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.18, 4.19, 4.21 and 4.15 4.22 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(a)(4) 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 and Guarantees (other than the GuaranteesGuarantee of Vrio Corp.), the Issuer Issuers and the Guarantors (other than Vrio Corp.) 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(f), 6.01(a)(iv)6.01(i) and, 6.01(a)(v)insofar as it relates to any Subsidiary Guarantor, 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii6.01(j) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 hereof 4.18 and clauses (iv4), (5), (6) and (v7) 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 (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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(h) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.13 (but only to the extent such Section applies to its Restricted Subsidiaries), 4.14 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 hereof 4.20 and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof 5.01 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 the 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 and the Note Guarantees, the Issuer 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 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiand Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(9) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof 4.14, 4.15, 4.16, 4.17, 4.18, 4.20 and clauses (iv4), (5), (6) and (v7) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(8) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16 and 4.15 4.19 hereof and clauses (iv4) and (v5) 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 and the Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoother than the Co-Issuer), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoother than the Co-Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, and 4.15 4.17 hereof and clauses clause (iv) and (v4) 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 (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 Notes and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the The Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, be released from their obligations with respect to the Notes and the Guarantees under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses clause (iv) and (viii) of Section 5.01(a)4.14, 4.18 and Article 6 (except for Sections 5.01(c6.03 and 6.10) and 5.01(d) hereof with respect to the outstanding Notes each Guarantor’s obligation under its Guarantee, on and after the date that the conditions set forth in Section 8.04 hereof 8.03 are satisfied and the Liens on the Collateral granted under the Security Documents will be released (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 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 the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuer, the 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 5.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject Subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, Section 6.01(a)(iiiSections 5.01(iii) (solely with respect to the covenants that are released upon a Covenant Defeasanceso defeased), 6.01(a)(iv5.01(iv), 6.01(a)(v5.01(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto5.01(vi), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5.01(ix) and 6.01(a)(viii5.01(x) hereof shall not constitute Events of DefaultDefault or Defaults hereunder.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.033.10, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.17, 4.18 and 4.15 5.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to the Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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 purposespurposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(g) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.039.03, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.105.04, 4.115.06, 4.125.07, 4.135.08, 4.14 5.09, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17 and 4.15 6.01(a)(iv) hereof and clauses (iv) and (v) of any covenant added to the Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 10.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes and the GuaranteesNotes, the Issuer and the Guarantors 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 7.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.this

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16, 4.17, 4.18, 4.19 and 4.15 4.20 hereof and clauses clause (iv) and (vd) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3), (4), (5), (6), (7) (solely with respect only as such clause 7 applies to the covenants that are released upon a Covenant DefeasanceSignificant Subsidiaries), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect 8) (only as such clause 8 applies to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSignificant Subsidiaries) and 6.01(a)(viii(9) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 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 and 4.15 hereof and clauses 4.21 hereof, clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) hereof and 5.01(dclause (4) 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 (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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(6) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors each Subsidiary Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.043.09, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 5.01 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 10.01 hereof with respect to the outstanding Notes and Note Guarantees on and after the date the conditions set forth in Section 8.04 hereof below are satisfied (“hereinafter, "Covenant Defeasance”"), and the Notes and Note Guarantees 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 and Note Guarantees shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer and the Guarantors Company 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(v) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.13 (but only to the extent such Section applies to its Restricted Subsidiaries), 4.14 4.14, 4.16, 4.17, 4.18, 4.19 and 4.15 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof 5.01 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 the 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 and the Note Guarantees, the Issuer 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 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiand Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(9) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.18 and 4.15 4.19 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 5.01 hereof with respect to the outstanding Notes Notes, and the Guarantors will be released from their obligations with respect to the Note Guarantees, 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 Notes and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(7) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) inclusive hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to any series of Notes, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.16 and 4.15 4.17 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”)) with respect to the Notes of such series, and the Notes shall of such series will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of the Notes of such series (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 of such series 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 Notes of a series and Note Guarantees with respect to the GuaranteesNotes of such series, the Issuer 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 with respect to the Notes of such series under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes of such series and Note Guarantees with respect to the Guarantees shall Notes of such series will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof with respect to any series of Notes of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of DefaultDefault with respect to such series of Notes.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16, 4,17, 4.18 and 4.15 4.19 hereof and clauses clause (iv) and (vc) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) through (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) 8) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.18 and 4.15 hereof and clauses (iv4.19 hereof, Section 5.01(a)(4) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(b)(4) 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 purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(7) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.038.3, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 4.033.2, 4.043.3, 4.053.4, 4.073.5, 4.083.6, 4.093.7, 4.103.8, 4.113.10, 4.123.11, 4.133.12, 4.14 3.16, 3.19, and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 4.1 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 Notes and the Guarantees, the 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 6.01 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.03 hereof8.3, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, Section 6.01(a)(iii6.1(3), 6.1(4), 6.1(5), 6.1(6) (solely with respect only to the covenants a Guarantor that are released upon is a Covenant DefeasanceSignificant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(iv6.1(7) (with respect only to a Guarantor that is a Significant Subsidiaries or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.1(8) and 6.01(a)(viii6.1(9) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 and 4.15 hereof and 4.17 hereof, clauses (iv4) and (v5) 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 the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the all outstanding Notes and the related Guarantees, the 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 6.01 hereof, but, except as specified abovein this Section 8.03, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretoa Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.. 124

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 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, 4.22, 4.23 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 4.24 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 of Notes (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 and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(10) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the The Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, be released from their obligations with respect to the Notes and the Guarantees under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.12 and 4.13, 4.14 and 4.15 hereof and clauses clause (iv) and (viii) of Section 5.01(a)4.14, Sections 5.01(cSection 4.15, Section 4.18 and Article 6 (except for Section 6.03 and Section 6.10) and 5.01(d) hereof with respect to the outstanding Notes each Guarantor’s obligation under its Guarantee, on and after the date that the conditions set forth in Section 8.04 hereof 8.03 are satisfied and the Liens on the Collateral granted under the Security Documents will be released (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 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 the Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer Issuer, the 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 5.01 hereof, but, except as specified above, the remainder of this Indenture and such the Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject Subject to the satisfaction of the conditions set forth in Section 8.04 8.03 hereof, Section 6.01(a)(iiiSections 5.01(iii) (solely with respect to the covenants that are released upon a Covenant Defeasanceso defeased), 6.01(a)(iv5.01(iv), 6.01(a)(v5.01(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto5.01(vi), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto5.01(ix) and 6.01(a)(viii5.01(x) hereof shall not constitute Events of DefaultDefault or Defaults hereunder.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.18, 4.21, 4.22, 4.24 and 4.15 hereof and clauses (iv5.01(a)(iii) and (v) 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 (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 will be deemed not to be outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3a)(iii) through (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(viix) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.09 and 4.15 4.10 hereof and clauses (iv) and (v) 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 and the GuaranteesNotes, the 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 6.01 hereof, but, except as specified above, the remainder of this Thirteenth Supplemental Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(a)(3), 6.01(a)(iv6.01(a)(5), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.01(a)(6) and 6.01(a)(viii6.01(a)(7) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.21, 4.22 and 4.15 hereof 4.23 and clauses (iv) Articles 5, 10 and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 11 hereof with respect to the outstanding Notes and Note Guarantees on and after the date the conditions set forth in Section 8.04 hereof 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 purpose, Covenant Defeasance means that, with respect to the outstanding Notes Notes, the Issuers and the Guarantees, the Issuer and the Note 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretothrough 6.01(h) and 6.01(a)(viii6.01(k) and 6.01 (l) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.08, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.134.14, 4.14 4.15, 4.17, 4.18 and 4.15 hereof and clauses clause (iv4) and (v) of each of Section 5.01(a), Sections 5.01(c) and 5.01(dSection 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 (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 and the Note Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(7) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants contained in Sections 4.034.05, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses 4.14, 4.15, 4.16, 4.17, 4.18, 4.22, clause (iv) and (v3) of the first paragraph of Section 5.01(a), Sections 5.01(c5.01 and any covenant provided pursuant to Section 9.01(ii) and 5.01(d) hereof with respect to the outstanding Outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 4.04 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 Outstanding Notes and the Guarantees, the Issuer 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 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(5) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 7.01 hereof of the option applicable to this Section 8.037.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03Article 4 hereof, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses clause (iv) and (v3) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof and Sections 4.3, 4.5, 4.6 and 4.7 of the Original Indenture, in each case with respect to the outstanding Notes Notes, and the Guarantors will be deemed to have been discharged from their obligations with respect to all Guarantees on and after the date the conditions set forth in Section 8.04 7.04 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 purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 7.01 hereof of the option applicable to this Section 8.03 hereof7.03, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, Section 6.01(a)(iii) Sections 6.01 (solely with respect to the covenants that are released upon a Covenant Defeasance3), 6.01(a)(iv(4), 6.01(a)(v(5), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6) and 6.01(a)(viii(7) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.039.03, the Issuer Holdings and the Guarantors Restricted Subsidiaries shall, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, be released from their obligations under the covenants contained in Sections 4.035.04, 4.045.06, 4.055.07, 4.075.08, 4.085.09, 4.095.10, 4.105.11, 4.115.12, 4.125.13, 4.135.15, 4.14 5.18, 6.01(a)(iii), 6.01(c) and 4.15 6.01(e) hereof and clauses (iv) and (v) of any covenant added to the Indenture subsequent to the Issue Date pursuant to Section 5.01(a), Sections 5.01(c) and 5.01(d) 10.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof 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, Covenant Defeasance means that, with respect to the outstanding Notes Notes, the Issuers and the Guarantees, the Issuer and the Guarantors 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 7.01 hereof, but, except as specified above, the remainder of this the Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 9.01 hereof of the option applicable to this Section 8.03 hereof9.03, subject to the satisfaction of the conditions set forth in Section 8.04 9.04 hereof, Section 6.01(a)(iiiSections 7.01(iii), (iv), (v), (vi), (vii) (solely with respect to Significant Subsidiaries of the covenants that are released upon a Covenant DefeasanceCompany), 6.01(a)(iv(viii), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoix) and 6.01(a)(viii(x) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerOperating Partnership’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, each of the Issuer Issuers, the REIT and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.15, 4.16 and 4.15 4.18 hereof and clauses (iv3) and (v4) 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 (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 and the Note Guarantees, the Issuer Issuers, the REIT 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 not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the IssuerOperating Partnership’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii(x) clauses (3), (4) (solely only with respect to the covenants that are released upon as a result of such Covenant Defeasance), 6.01(a)(iv(5), 6.01(a)(v(6), 6.01(a)(vi(7) (solely only with respect to Restricted Subsidiaries subject theretoSignificant Subsidiaries), 6.01(a)(vii) (solely 8) (only with respect to Restricted Subsidiaries subject theretoSignificant Subsidiaries) and 6.01(a)(viii(9) of Section 6.01 hereof shall not constitute Events of DefaultDefault and (y) the Guarantors shall be automatically released from all of their obligations under their Note Guarantees and this Indenture and such Note Guarantees will be automatically released, terminated and discharged.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, 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, 4.14 and 4.15 hereof hereof, and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(f) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof 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 all outstanding Notes and the related Guarantees, the 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section Sections 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers, the Restricted Subsidiaries of Wxxx Las Vegas and the any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.13 and 4.15 through 4.29 inclusive hereof and clauses clause (iv) and (v5) 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 (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 and the Note Guarantees, the Issuer Issuers and each of the Guarantors released 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 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasancethrough 6.01(h), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoSection 6.01(j) and 6.01(a)(viiiSections 6.01(n) through 6.01(p) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0312.03, the Issuer and the Guarantors shallIssuers will, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be released from their obligations under the covenants contained in Sections 4.039.03, 4.049.05, 4.059.08, 4.079.09, 4.089.10, 4.099.11, 4.109.12, 4.119.13, 4.129.14, 4.139.15 (except with respect to the existence of each Issuer), 4.14 9.16, 9.17, 9.18, 9.20 and 4.15 10.11 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d7.01(a)(4) hereof with respect to the outstanding Notes of the applicable series on and after the date the conditions set forth in Section 8.04 12.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall of that particular series 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 and the Guaranteesof a particular series, the Issuer and the Guarantors 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 4.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.03 12.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, Section 6.01(a)(iii4.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 4.01(f) hereof shall will not constitute Events of DefaultDefault with respect to such series of Notes.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Subsidiary Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and 4.15 4.23 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d5.01(a)(4) 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 purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretoh) and 6.01(a)(viii(i) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23 hereof and clauses clause (iv) and (v4) of Section 5.01(a), Sections 5.01(c) and 5.01(d) 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 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 may not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, the Issuer Issuers 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Subsidiary Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(5) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15 4.17 and 4.15 4.18 hereof and clauses (ivSections 5.01(a)(1)(d) and (v) of Section 5.01(ae), Sections 5.01(c) and 5.01(dSection 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 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 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 and the Guarantees, the Issuer 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 document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to the Restricted Subsidiaries subject theretoSubsidiaries), 6.01(a)(vii6.01(7) (solely with respect to the Restricted Subsidiaries subject theretoSubsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, 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, 4.14 4.14, 4.15 and 4.15 hereof 4.16 hereof, and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(dSection 5.01(e) hereof with respect to the all outstanding Notes and the related Guarantees, on and after the date the conditions set forth in Section 8.04 hereof 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 all outstanding Notes and the related Guarantees, the 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries (other than the Issuer) subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Issuers and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, 4.17 and 4.15 4.18 hereof and clauses (iv3) and (v4) 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 (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 and the Guarantees, the Issuer Issuers and each of 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viiithrough 6.01(6) hereof shall will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Company's exercise under Section SECTION 8.01 hereof of the option applicable to this Section SECTION 8.03, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section SECTION 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 SECTIONS 4.03 through 4.19 hereof and clauses (ivSECTION 5.01(A)(IV) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(dB) 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 and the Guarantees, the Issuer Company and the Guarantors 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 SECTION 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Company's exercise under Section SECTION 8.01 hereof of the option applicable to this Section SECTION 8.03 hereof, subject to the satisfaction of the conditions set forth in Section SECTION 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSECTIONS 6.01(A)(III), 6.01(a)(iv6.01(A)(IV), 6.01(a)(v6.01(A)(V), 6.01(a)(vi6.01(A)(VI) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries), 6.01(a)(vii6.01(A)(VII) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries), 6.01(A)(VIII), 6.01(A)(IX) and 6.01(a)(viii6.01(A)(X) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their its obligations under the covenants contained in Sections 4.03, 4.04, 4.054.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.09 and 4.15 4.10 hereof and clauses (iv) and (v) 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 and the GuaranteesNotes, the 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 6.01 hereof, but, except as specified above, the remainder of this Thirty-Eighth Supplemental Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(a)(3), 6.01(a)(iv6.01(a)(5), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto6.01(a)(6) and 6.01(a)(viii6.01(a)(7) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s Co-Issuers’ exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.038.04, (i) the Issuer Co-Issuers and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.05, be released from each of their obligations under the covenants contained in Sections 4.034.03 (other than with respect to the legal existence of the Co-Issuers), 4.04, 4.05, 4.07, 4.084.09 through 4.18, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and Section 5.01 (except for the covenants contained in clauses (iva)(1) and (va)(2) of Section 5.01(a), Sections 5.01(cthereof) 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 8.05 are satisfied (hereinafter, “Covenant Defeasance”), (ii) the Co-Issuers and the Guarantors may cause the release of the Note Guarantees and of any Liens securing the Notes or the Guarantees, and (iii) 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 and the Guarantees, the Issuer Co-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 comply, and any release of the Note Guarantees or of Liens securing the Notes or the Note Guarantees, shall not constitute a Default or an Event of Default under Section 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s Co-Issuers’ exercise under Section 8.01 hereof 8.02 of the option applicable to this Section 8.03 hereof8.04, subject to the satisfaction of the conditions set forth in this Section 8.04 hereof8.04, Section 6.01(a)(iiiSections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vithrough 6.01(7) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.038.03 with respect to any Outstanding Securities of or within a series, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be released from each of their obligations under the covenants covenant contained in Sections 4.03Section 4.04 and, 4.04if specified as contemplated by Section 2.02, 4.05its obligations under any other covenant, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes such Outstanding Securities on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall such Securities will 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 will 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 Notes Outstanding Securities and the related Securities Guarantees, the Issuer 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 6.01 hereof6.01, but, except as specified above, the remainder of this Indenture and such Notes Securities and the related Securities Guarantees shall will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereofwith respect to any Outstanding Securities of or within a series, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, clauses (4) through (6) of Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject thereto), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject thereto) and 6.01(a)(viii) hereof shall 6.01 will not constitute Events of Default.

Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (iv4) and (v5) of Section 5.01(a), and 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 and the Guarantees, the 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(3), 6.01(a)(iv6.01(4), 6.01(a)(v6.01(5), 6.01(a)(vi6.01(6) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries), 6.01(a)(vii6.01(7) (solely with respect to Restricted Subsidiaries subject theretothat are Significant Subsidiaries) and 6.01(a)(viii6.01(8) hereof shall not constitute Events of Default.

Covenant Defeasance. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer Company and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 4.14, 4.15, 4.16, and 4.15 4.17 hereof and clauses clause (iv) and (v4) 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 (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 Notes and the Note Guarantees, the Issuer 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 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Note Guarantees shall will be unaffected thereby. In addition, upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(a)(iii) (solely with respect to the covenants that are released upon a Covenant DefeasanceSections 6.01(c), 6.01(a)(iv(d), 6.01(a)(v(e), 6.01(a)(vi) (solely with respect to Restricted Subsidiaries subject theretof), 6.01(a)(vii) (solely with respect to Restricted Subsidiaries subject theretog) and 6.01(a)(viii(j) hereof shall will not constitute Events of Default.