Common use of Legal Defeasance and Discharge Clause in Contracts

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 (including the Note Guarantees and the Liens securing the Notes and the Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees and the Liens securing the Notes and the Note Guarantees), which will 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 (aSections 8.2(1) and (b) below2), and to have satisfied all of their other obligations under such Notes, the Note Guarantees and Guarantees, this Indenture and the Notes Collateral Documents (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including and the Note Guarantees) related Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which will 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) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all their other obligations under such Notes, the Note Guarantees Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

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

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and Guarantees, this Indenture and the Collateral Documents (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

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

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 13.1 hereof of the option applicable to this Section 8.0213.2, the Issuers Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 13.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes Securities (including the Note Securities Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes Securities (including the Note Securities Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 13.5 hereof and the other Sections sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such NotesSecurities, the Note Securities Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees Guarantees, and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) 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 Issuers Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 8.06 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors willshall, 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 (including the Note Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Subsidiary Guarantees), which 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 their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers each Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 11.01 hereof of the option applicable to this Section 8.0211.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 11.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstandingOutstanding” only for the purposes of Section 8.05 11.05 hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Subsidiary Guarantors willshall, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, each of the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). If the Company exercises the Legal Defeasance option, the Liens on the Collateral will be released and the Note Guarantees in effect at such time will be automatically released. For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture Notes Documents (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

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

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

Legal Defeasance and Discharge. Upon the Issuers’ Company’s exercise under Section 8.01 (“Option to Effect Legal Defeasance or Covenant Defeasance”) hereof of the option applicable to this Section 8.028.02 (“Legal Defeasance and Discharge”), the Issuers Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 (“Conditions to Legal or Covenant Defeasance”) hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, “Legal Defeasance Defeasance” means that the Issuers Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 (“Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions”) hereof and the other Sections of this Indenture referred to in clauses (a1) and (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 7.01 hereof of the option applicable to this Section 8.027.02, the Issuers Issuer and each of the Guarantors will, 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 all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will 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 (b2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Subsidiary Guarantees), which 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 their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper such instruments as requested by the Issuers acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ ' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 of a series (including the related Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of such series (including the related Note Guarantees), which 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 their other obligations under such Notes, the related Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the TrusteeTrustee or Agent, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Solera’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuers exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand written request of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the TrusteeTrustees, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and Guarantees, this Indenture and the Collateral Documents (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors willshall, 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 (including the Note Guarantees) and Guarantees on the date the conditions set forth below are satisfied and all then existing Defaults and Events of Default will be cured (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Defaults and Events of Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers and each of the Guarantors will, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will 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 (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors willshall, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors will, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations Obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers each Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand written request of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof 14.01 of the option applicable to this Section 8.0214.02, the Issuers Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof14.04, be deemed to have been discharged from its/their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 14.05 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, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and all of the Liens on Collateral securing the Notes shall be released, except for the following provisions of this Indenture which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 Securities of such series (including the any Note GuaranteesGuarantees of such Securities) on the date the conditions set forth below in Section 8.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes Securities of such series (including the any Note GuaranteesGuarantees of such Securities), which 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 their other obligations under such NotesSecurities, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including and the Note Guarantees) related Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which will 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) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all their other obligations under such Notes, the Note Guarantees Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments reasonably requested by the Issuers acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged released from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, 70 Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 (ai) and (bii) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors willshall, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunderunder this Indenture:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuers, the Parent and each of the Guarantors 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 (including the Note GuaranteesSubsidiary Guarantees and the Parent Guarantee) and cure 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 Issuers Issuers, the Parent and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note GuaranteesSubsidiary Guarantees and the Parent Guarantee), which 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 their other obligations under such Notes, the Note Guarantees Subsidiary Guarantees, the Parent Guarantee and this Indenture and to have cured all then outstanding Events of Default (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the IssuersHoldings’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, shall be deemed to have been discharged from their obligations with respect to all outstanding Notes (including of a series and the Note Guarantors shall be deemed to have been discharged from their obligations with respect to the Guarantees) , in each case on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged all the entire Indebtedness represented by obligations relating to the outstanding Notes (including of a series and the Note Guarantees), which will Notes of such series shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof 8.06, Section 8.08 and the other Sections of this Indenture referred to below in clauses (a) and (b) belowthis Section 8.02, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)) and have Liens on the Collateral securing the Notes released, which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, each of the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged released from their obligations with respect to all outstanding Notes (including the related Note Guarantees) ), and have Liens, if any, on the Collateral securing the Notes released, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same, such instruments to be prepared and delivered to the Trustee by the Issuers), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 (ai) and (bii) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including and the Note Guarantees) related Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which will 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) 153 and (b) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all their other obligations under such Notes, the Note Guarantees Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors willshall, 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 (including the Note Guarantees) and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which will 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 (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all their its other obligations under such Notes, the Note Guarantees Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the IssuersIssuer and upon receipt of the documents required by Sections 8.04 and 14.03 hereof, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then-existing Events of Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

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

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

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

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

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 the Indenture and all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Subsidiary Guarantors 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 (including the Note Subsidiary Guarantees) and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Subsidiary Guarantees), which 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 their other obligations under such the Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 through (b) below, and to have satisfied all of their other obligations under such the Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper such instruments reasonably requested by the Issuers acknowledging the same)) and to have cured all then 121 existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 (ai) and (bii) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, each of the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged released from their obligations with respect to all outstanding Notes (including the related Note Guarantees) ), and have Liens, if any, on the Collateral securing the Notes released, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 (ai) and (bii) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same, such instruments to be prepared and delivered to the Trustee by the Issuers), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees Guarantees, and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 (aSection 8.02(1) and (b) below2), and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 12.01 hereof of the option applicable to this Section 8.0212.02, the Issuers Issuer and each of the Guarantors willshall, 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 (including the Note Guarantees) and Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which will shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 12.05 hereof and the other Sections of this Indenture Note Purchase Agreement referred to in clauses (a) and (b) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all their other obligations under such Notes, the Note Guarantees Notes and this Indenture (Note Purchase Agreement including that of the Guarantors and the Trustee, on demand Collateral Documents and to have cured all then existing Events of and at the expense of the Issuers, shall execute proper instruments acknowledging the same)Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors will, 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 (including the Note Guarantees) ), this Indenture on the date the conditions set forth below in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness Debt represented by the outstanding Notes (including the Note Guarantees), which 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 (ai) and (bii) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including and the Note Guarantees) related Guarantees and all Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)Notes, which will 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) belowbelow (it being understood that such Notes shall not be deemed outstanding for accounting purposes), and to have satisfied all their other obligations under such Notes, the Note Guarantees Security Documents and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors will, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees)) and have Liens on the Collateral securing the Notes released, which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Subsidiary Guarantees), which 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 their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers and each of the Subsidiary Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments prepared by Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including the Note Guarantees) and Guarantees and all then existing Events of Default cured on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will 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 their other obligations under such Notes, the Note Guarantees Notes and this Indenture (including that of the Guarantors) (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 ‎Section 8.1 hereof of the option applicable to this Section 8.02‎Section 8.2, the Issuers Issuer and each of the Guarantors Guarantor will, subject to the satisfaction of the conditions set forth in Section 8.04 ‎Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) 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 Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 ‎Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (a‎(a) and (b‎(b) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture Documents (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Parent’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper such instruments acknowledging the samesame as reasonably requested by the Issuer), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 (including the Note GuaranteesGuarantees of the Notes) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note GuaranteesGuarantees of the Notes), which will 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 (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees of the Notes and this Indenture (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

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

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

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand written request of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture and the Security Documents (and the Trustee, on written demand of and at the expense of the Issuers, shall execute proper such instruments as requested by the Issuers acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and Guarantees, this Indenture and the Collateral Documents (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the related Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

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

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers Issuer and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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) belowof this Section 8.02, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including and Guarantees and the Note Guarantees) Collateral Agreements on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including including, the Note Guarantees), which will 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 their other obligations under such Notes, the Note Guarantees Guarantees, the Collateral Agreements and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors Guarantors, if any, 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors Guarantors, if any, will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) and this Indenture on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 (aSection 8.02(1) and (b) below2), and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for that the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ Issuer’s exercise under Section 8.01 hereof 8.1 of the option applicable to this Section 8.028.2, the Issuers Issuer and each of the Guarantors will, 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 (including the Note Guarantees and the Liens securing the Notes and the Note Guarantees) on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees and the Liens securing the Notes and the Note Guarantees)), which will 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 (a1) and (b2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and Guarantees, this Indenture and the Notes Collateral Documents (and the Trustee, on written demand of and at the expense of the IssuersIssuer, shall execute proper instruments acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors willshall, 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 (including Notes, each of the Guarantors shall be deemed to be discharged from their obligations with respect to their Note Guarantees) Guarantees and Xxxx Las Vegas and Wynn Resorts Holdings shall be deemed to be discharged from their obligations with respect to the Pledge Agreement on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and each of the Guarantors will shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will 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 (aSections 8.02(a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees Guarantees, the Pledge Agreement, and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will shall survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ ' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “"Legal Defeasance”"). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Subsidiary Guarantees), which 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 their other obligations under such Notes, the Note Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the IssuersCompany, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

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

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

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

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 8.1 hereof of the option applicable to this Section 8.028.2, the Issuers Issuers, the Parent Guarantor and each of the Subsidiary Guarantors will, 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 Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments prepared by Issuer acknowledging the same)) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated or discharged hereunder:

Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and each of the Guarantors 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 (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which 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 their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:: Exhibit 4.3 - Indenture

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