Common use of Legal Defeasance and Discharge Clause in Contracts

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0212.02, the Issuer and the Guarantors shallGuarantor will, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall and the Guarantor will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding NotesNotes and Guarantees, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes Notes, the Guarantees and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Guarantees) and Guarantees the Security Documents with respect to such Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes (including the Guarantees), which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its of their other obligations under such Notes and this Indenture including that of the Guarantors Note Documents (and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and the Security Documents, and to have cured all then existing Events of Default, except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to any Series of Securities, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees Securities of that Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of that Series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Securities and this Indenture including that with respect to such Securities of the Guarantors such Series (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture Indenture, including that obligations of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, each of the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that each of the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this the Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that the Indenture, and each of the Subsidiary Guarantors shall be deemed to have discharged its obligations under its Guarantee (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“hereinafter, "Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a1) and (b2) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to under this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof, to have cured all then existing Events of this Indenture referred to in (a) and (b) below, Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers, Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, the Holdings Guarantee and the Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its of their other obligations under such Notes and this Indenture including that of Holdings and the Note Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof, to have cured all then existing Events of this Indenture referred to in (a) and (b) below, Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and the related Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to any Outstanding Securities of or within a series, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees such Outstanding Securities (including the related Securities Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall and the Guarantors will be deemed to have paid and discharged the entire Indebtedness Debt represented by such Outstanding Securities (including the outstanding Notesrelated Securities Guarantees), which shall will thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes Securities, such Guarantees and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and the Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments requested by the Issuer acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding the Notes and Guarantees and to have cured all then existing Events of Default on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) belowof this Section 8.02, and to have satisfied all its their other obligations under such the Notes and this Indenture (including that those of the Guarantors Guarantors) and to have cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderunder this Indenture:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowof this Section 8.02 (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its other obligations under such the Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then-existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the any Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes (and Guarantees any Note Guarantees) on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (aSection 8.02(a)(1) and (b) below2), and to have satisfied all of its other obligations under such the Notes and this Indenture Indenture, including that of the any Subsidiary Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (aSections 8.02(a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 13.01 hereof of the option applicable to this Section 8.0213.02, the Issuer and the Guarantors shallIssuers will, subject to the satisfaction of the conditions set forth in Section 8.04 13.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall Issuers will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 13.05 hereof and the other Sections of this Supplemental Indenture referred to in clauses (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Supplemental Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerSuburban Propane, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees of the Notes and to have cured all then existing Events of Default with respect to the Notes on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such the Notes and this Indenture including that of the Guarantors and to have cured all then existing Events of Default with respect to the Notes (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to any Outstanding Securities of or within a series, the Issuer and each of the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees such Outstanding Securities (including the related Securities Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall and the Guarantors will be deemed to have paid and discharged the entire Indebtedness Debt represented by such Outstanding Securities (including the outstanding Notesrelated Securities Guarantees), which shall will thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes Securities, such Guarantees and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors and the Collateral Documents (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and to have cured all then existing Events of Default with respect to the Notes on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding such Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such the Notes and this Indenture including that of the Guarantors and to have cured all then existing Events of Default with respect to the Notes (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shallGuarantors, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, will be deemed to have been discharged from their obligations with respect to the Notes (including the Note Guarantee) issued under this Indenture and to have cured all outstanding Notes and Guarantees then existing Events of Default on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes (including the Note Guarantee) and with respect to the Guarantors the Collateral Documents to which it is party, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (aa)(i) and (bii) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of and the Notes, the Note Guarantee, and with respect to the Guarantors the Collateral Documents to which it is party (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof, to have cured all then existing Events of this Indenture referred to in (a) and (b) below, Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors with each Guarantor released from all of its obligations with respect to its Guarantee (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper such instruments requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company and the Guarantors shallwill, subject to the satisfaction of the applicable conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall Company will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on written demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.4, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“hereinafter, "Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in clauses (a) and through (bd) below, and to have satisfied all of its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) belowof this Section 8.02(a), and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to under this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and have its and each Guarantor’s obligations discharged with respect to the Security Documents on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof, to have cured all then existing Events of this Indenture referred to in (a) and (b) below, Default and to have satisfied all its other obligations under such Notes and Notes, this Indenture and the Registration Rights Agreement including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper such instruments delivered to it and reasonably acceptable to it acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees Guarantees, and have all Liens on the Collateral released, on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0212.02, the Issuer and the Guarantors shallIssuers will, subject to the satisfaction of the conditions set forth in Section 8.04 12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees Securities of a series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall Issuers will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of a series, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its their other obligations under such Notes Securities of a series and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerSuburban Propane, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such the Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to any Series of Notes, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Outstanding Notes and Guarantees of that Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Outstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to the Notes of a series, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes of such series and the related Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its their other obligations under the Notes of such Notes series and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.4, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees (including the Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes (including the Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.5 and the other Sections of this Indenture referred to in clauses (a) and through (bd) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and to have cured all then existing Events of Default with respect to the Notes on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such the Notes and this Indenture including that of the Guarantors and to have cured all then existing Events of Default with respect to the Notes (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to a Series of Securities, the Issuer and the Guarantors Guarantor of such Series of Securities shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective obligations with respect to all outstanding Notes Securities of such Series and all Guarantees (if any) of such Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness debt represented by the outstanding NotesSecurities of such Series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under the Securities of such Notes Series and this Indenture with respect to such Series of Securities, including that obligations of the Guarantors Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderhereunder with respect to such Series of Securities:

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations its Obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“hereinafter, "Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (ai) and (bii) below, and to have satisfied all of its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Applicable Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Applicable Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Applicable Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and to have cured all then existing Events of Default on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such the Notes and this Indenture including that of the Guarantors and to have cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderunder this Indenture:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture and the Security Documents, including that the obligations of the Subsidiary Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, except as set forth below, the Issuer Issuers and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their respective obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“hereinafter, "Legal Defeasance”"). For this purposeFollowing such Legal Defeasance, Legal Defeasance means that (a) the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the indebtedness outstanding Noteshereunder, which and this Indenture shall thereafter be deemed cease to be “outstanding” only for the purposes of Section 8.05 hereof further effect as to all outstanding Notes and the other Sections of this Indenture referred to in (a) Subsidiary Guarantees, and (b) below, the Issuers and the Subsidiary Guarantors shall be deemed to have satisfied all its other of their respective obligations under such Notes the Notes, the Subsidiary Guarantee and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof, to have cured all then existing Events of this Indenture referred to in (a) and (b) below, Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments requested by the Issuer acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all Notes outstanding and the Guarantee in connection with such Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes outstanding, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof, to have cured all then existing Events of this Indenture referred to in (a) and (b) below, Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments requested by the Issuer acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 12.1 hereof of the option applicable to this Section 8.0212.2 with respect to a series of Securities, the Issuer and the Guarantors shallIssuers will, subject to the satisfaction of the conditions set forth in Section 8.04 12.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall Issuers will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesOutstanding Securities of such series, which shall will thereafter be deemed to be “outstanding” Outstanding only for the purposes of Section 8.05 12.5 hereof and the Articles and other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes Securities and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shallIssuers will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall Issuers will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.028.02 with respect to the Notes, the Issuer Company and the Guarantors each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Outstanding Notes, which shall thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such the Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Secured Notes, the related Note Guarantees or the Security Documents on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Secured Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, to have the Liens on the Collateral released and to have satisfied all its their other obligations under such Notes and the Secured Note, this Indenture and the Security Documents, including that the obligations of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), in each case, with respect to the Secured Notes) except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees Guarantees, the Collateral released and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below in this Section 8.02 are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (aSection 8.02(a) and (b) below), and to have satisfied all of its other obligations under such Notes and this Indenture including that the obligations of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the Company or such Guarantor acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and cured all then existing Events of Default on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuer, Holdings, Intermediate Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee and the Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture including that of Holdings, Intermediate Holdings and the Note Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Company’s or the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes Notes, the Note Guarantees, this Indenture, the Intercreditor Agreement and Guarantees the Security Documents, and cause the release of all Liens on the Collateral granted under the Security Documents on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes Notes, the Note Guarantees, this Indenture, the Intercreditor Agreement and this Indenture including that the Security Documents and cause the release of all Liens on the Guarantors Collateral granted under the Security Documents (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowof this Section 8.02 (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its other obligations under such the Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same)) and to have cured all then-existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes of any series and the related Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of the applicable series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes Notes, this Indenture, the Registration Rights Agreement, the Intercreditor Agreements and this Indenture the Security Documents including that the obligations of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), in each case, with respect to such series of Notes) except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be the “outstanding” only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (bd) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Notes, each of the Guarantors shall be deemed to be discharged from their obligations with respect to their Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and each of the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (aSections 8.02(a) and (b) below, and to have satisfied all its their other obligations under such Notes Notes, the Note Guarantees, and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“hereinafter, "Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and to have cured all then existing Events of Default with respect to the Notes on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such the Notes and this Indenture including that of the Subsidiary Guarantors and to have cured all then existing Events of Default with respect to the Notes (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Notes Guarantees on the date the conditions set forth below are satisfied satisfied, and the Notes Guarantees in effect at such time will terminate (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a1) and (b2) below, and to have satisfied all of its other obligations under such Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 10.01 hereof of the option applicable to this Section 8.0210.02, the Issuer and the Guarantors Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 10.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Securities of such series and Guarantees the related Guarantee and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesSecurities of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 10.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowbelow (it being understood that such Securities shall not be deemed outstanding for accounting purposes), and to have satisfied all its their other obligations under such Notes Securities and this Indenture including that of the Guarantors Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, and Guarantees each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:and

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shallGuarantors, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, will be deemed to have been discharged from their obligations with respect to all outstanding or any series of Notes issued under this Indenture and Guarantees the Guarantees, respectively, and to have cured all then existing Events of Default on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (aA) and (bB) below, and to have satisfied all its other obligations under such this Indenture, the Notes and this Indenture including that of the Guarantors any supplemental indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes Notes, and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and the Supplemental Guarantee, if any, on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowhereof, and to have satisfied all its other obligations under such Notes and this Indenture (including curing all then existing Events of Default) including that of the any Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same)) and under the Security Documents, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees the Note Guarantees, as applicable, on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (aSection 8.02(a)(1) and (b) below2), and to have satisfied all its of their other obligations under such the Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers, Holdings, Intermediate Holdings and the Note Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee and the Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its of their other obligations under such Notes and this Indenture including that of Holdings, Intermediate Holdings and the Note Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes (including the Note Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a1) and (b) below2), and to have satisfied all of its other obligations under such Notes (including the Note Guarantees) and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Notes Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Notes Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Notes Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper such instruments requested by the Issuer acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the IssuerCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to this Indenture, all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a1) and through (b4) below, and to have satisfied all of its other obligations under such Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper such instruments reasonably requested by the Company acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from all their obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Note Guarantees, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and the related Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all its their other obligations under such the Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Series A Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Series A Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Series A Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes of a Series and the related Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of a Series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (athis Section 8.02(a) and (b) belowSection 8.02(b), and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to the Security Documents, the Intercreditor Agreement and all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and Notes, this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), the Security Documents and the Intercreditor Agreement, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its their other obligations under such the Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper such instruments as reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, except as set forth below, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Note Guarantor shall be deemed to have been discharged from their obligations respective Obligations with respect to all outstanding Notes and Guarantees the Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purposeFollowing such Legal Defeasance, Legal Defeasance means that (a) the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the indebtedness outstanding Noteshereunder, which and this Indenture shall thereafter be deemed cease to be “outstanding” only for the purposes of Section 8.05 hereof further effect as to all outstanding Notes and the other Sections of this Indenture referred to in (a) and Guarantee, (b) below, the Issuer and the Note Guarantor shall be deemed to have satisfied all its other of their respective obligations under such Notes and the Notes, the Guarantee, this Indenture including that of and the Guarantors Security Documents (and the TrusteeTrustee or Collateral Agent, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding 2017 A Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding 2017 A Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such 2017 A Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:;

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 8.4 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“hereinafter, "Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “the "outstanding” " only for the purposes of Section 8.05 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and through (bd) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Subsidiary Guarantees on the date the conditions set forth below are satisfied (“"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes of the applicable series and Note Guarantees of the applicable series on the date the conditions set forth below are satisfied (“"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes of such series, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (ai) and (bii) below, and to have satisfied all of its other obligations under such Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a1) and (b2) below, and to have satisfied all of its other obligations under such Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments instruments, in form and substance reasonably satisfactory to the Trustee, acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from all their obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”hereinafter, "LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuer Issuers and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding NotesNotes and Note Guarantees, respectively, which shall thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions provisions, which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. (a) Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to this Indenture, all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and through (b4) below, and to have satisfied all of its other obligations under such Notes and this Indenture Indenture, including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Series B Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Series B Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Series B Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof, to have cured all then existing Events of this Indenture referred to in (a) and (b) below, Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper such instruments requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof8.04, be deemed to have been discharged from their obligations with respect to the Notes, the applicable Security Documents and Guarantees, and have Liens on the Collateral securing the Notes released and to have cured all outstanding Notes and Guarantees then existing Events of Default on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) belowof this Section 8.02, and to have satisfied all its their other obligations under such Notes the Notes, the applicable Security Documents and this Indenture (including that those of the Guarantors Guarantors) and to have cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunderunder this Indenture:

Legal Defeasance and Discharge. (a) Upon the Issuer’s Issuers’ exercise under Section 8.01 hereof 7.01 of the option applicable to this Section 8.027.02, the Issuer and the Guarantors Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.04 7.04 hereof, be deemed to have been discharged from their obligations with respect to this Indenture and all outstanding Notes Notes, and Guarantees each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary Guarantee, on the date the conditions set forth in Section 7.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that each of the Issuer Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 7.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and through (b4) below, ) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuer’s 's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shallwill, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their its obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“hereinafter, "Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuer shall will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall will thereafter be deemed to be “"outstanding” " only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes Notes, and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder: