Common use of Defeasance and Discharge Clause in Contracts

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIV. Subject to compliance with this Article XIV, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium or Make-Whole Amount, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041011, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041004, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section 14.02 with respect to any the Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 4.6 are satisfied (hereinafter, a “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which Securities shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 4.7 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s obligations with respect to such Securities under Sections 3.053.5, 3.063.6, 10.02 9.2 and 10.03 9.3 and with respect to the payment of Additional Amountsadditional amounts, if any, on payable with respect to such Securities as contemplated by specified pursuant to Section 10.04, 3.1(b) (C18); (iii) the rights, powers, trusts, duties duties, immunities and immunities indemnities of the Trustee hereunder and (Div) this Article XIVIV. Subject to compliance with this Article XIVIV, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 4.5 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any Securities series of or within a seriesSecurities, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series, and the provisions of Article Thirteen hereof shall cease to be effective, on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1504 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVFifteen. Subject to compliance with this Article XIVFifteen, the Company may exercise its option under this Section 14.02 1502 notwithstanding the prior exercise of its option under Section 14.03 1503 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any Securities series of or within a seriesSecurities, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series, and the provisions of Article Thirteen hereof shall cease to be effective, on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option specified in Section 4.03 applicable to this Section 14.02 with respect to any the Securities of or within a any series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 4.06 are satisfied (hereinafter, “hereinafter "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 4.07 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 4.06(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amountsadditional amounts, if any, on payable with respect to such Securities as contemplated by specified pursuant to Section 10.04, 3.01; (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (Div) this Article XIVIV. Subject to compliance with this Article XIVIV, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 4.05 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company Issuer shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “legal defeasance”). For this purpose, such legal defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041004, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company Issuer may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option specified in Section 4.3 applicable to this Section 14.02 with respect to any the Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 4.6 are satisfied (hereinafter, “hereinafter "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 4.7 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s 's obligations with respect to such Securities under Sections 3.053.5, 3.063.6, 10.02 9.2 and 10.03 9.3 and with respect to the payment of Additional Amountsadditional amounts, if any, on payable with respect to such Securities as contemplated by specified pursuant to Section 10.04, 3.1(b)(16); (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (Div) this Article XIV4. Subject to compliance with this Article XIV4, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 4.5 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any Securities series of or within a seriesSecurities, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above its option applicable (if any) to have this Section 14.02 with respect applied to any Securities or any series of or within a seriesSecurities, as the case may be, the Company shall be deemed to have been discharged from its obligations obligations, and the provisions of ARTICLE XV (and the provisions of the last paragraph of Section 14.01) shall cease to be effective, with respect to such Outstanding Securities as provided in this Section on and after the date the conditions set forth in Section 14.04 13.04 are satisfied (hereinafter, hereinafter called “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Company and the Guarantors of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities or such Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 13.04(1) and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) any premium and interest, if any, interest on such Securities when such payments are due, (B2) the Company’s obligations of the Company and the Guarantors of the Securities of such series with respect to such Securities under Sections Section 3.04, Section 3.05, Section 3.06, Section 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0411.03, (C3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (DSection 5.01(4) this Article XIVArticle. Subject to compliance with this Article XIVArticle, the Company may exercise its option under (if any) to have this Section 14.02 applied to any Securities notwithstanding the prior exercise of its option under (if any) to have Section 14.03 with respect 13.03 applied to such Securities. Following a defeasanceUpon the effectiveness of defeasance with respect to any series of Securities, payment each Guarantor of the Securities of such series shall (except as provided in clause (2) of the next preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities may not be accelerated because of an Event such series and all of Defaultits other obligations under this Indenture in respect of the Securities of such series, without any action by the Company, any Guarantor or the Trustee and without the consent of the Holders of any Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 1301 of the above its option applicable to have this Section 14.02 with respect 1302 applied to any the Outstanding Securities of or within a seriesparticular series (as a whole and not in part), the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions set forth in Section 14.04 1304 are satisfied (hereinafter, hereinafter called “defeasanceDefeasance”), and thereafter such Securities shall not be subject to redemption pursuant thereto. For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securities of such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of such the Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 1305 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B2) the Company’s obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041003, (C3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D4) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under to have this Section 14.02 1302 applied to the Outstanding Securities of such series notwithstanding the prior exercise of its option under to have Section 14.03 with respect 1303 applied to the Securities of such Securitiesseries. Following a defeasanceDefeasance, payment of the Securities of such Securities series may not be accelerated because of the occurrence and continuance of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1504 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1505 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1504 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations and, to the extent applicable, the Guarantors’ obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVArticle, the Company may exercise its option under this Section 14.02 1502 notwithstanding the prior exercise of its option under Section 14.03 1503 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company Issuer shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all of its other obligations under such Securities Securities, and this Indenture Indenture, insofar as such Securities are concerned (and the Trustee, at the written direction and expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the interest on, principal of (and of, premium, if any, on) and interestother sums payable, if any, on such Securities when such payments are duedue and any right of such Holder to exchange such Securities for other Securities, (B) the Company’s Issuer's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company Issuer may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 1402 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.021402, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such SectionSection 1404, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (B) the Company’s obligations with respect to such Securities under Sections 3.05Section 305, 3.06Section 306, 10.02 Section 1002 and 10.03 Section 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, 1004; (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) this Article XIVFourteen. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 1402 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon On and after the Company’s exercise of date on which the above option applicable to this conditions set forth in Section 14.02 407 are satisfied with respect to any the Securities of or within a any series, the Company shall be deemed to have paid and been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “hereinafter "defeasance”"). For this purpose, such defeasance means that (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 408 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, upon payment of all amounts due it under Section 607, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), ) and (ii) the Guarantors shall be released from all of their obligations under their Senior Guarantees and under Article Fourteen of this Indenture except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 407(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06309, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on payable with respect to such Securities as contemplated by specified pursuant to clause (13) of Section 10.04, 301; (Ciii) the Company's obligations with respect to a conversion or exchange of such Securities; (iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (Dv) this Article XIVFour. Subject to compliance with this Article XIVFour, the Company may exercise its option defease the Securities of any series under this Section 14.02 405 notwithstanding the a prior exercise of its option covenant defeasance (as defined herein) under Section 14.03 406 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon On and after the Company’s exercise of date on which the above option applicable to this Section 14.02 conditions set forth in SECTION 407 are satisfied with respect to any the Securities of or within a any series, the Company shall be deemed to have paid and been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”hereinafter "DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “Outstanding” "OUTSTANDING" only for the purposes of Section 14.05 SECTION 408 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02SECTION 405, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, upon payment of all amounts due it under SECTION 607, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 SECTION 407(a) and as more fully set forth in such SectionSECTION 407(a), payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s 's obligations with respect to such Securities under Sections 3.05SECTIONS 305, 3.06309, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on payable with respect to such Securities as contemplated by Section 10.04, specified pursuant to clause (C13) of SECTION 301; (iii) the Company's obligations with respect to a conversion or exchange of such Securities; (iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (Dv) this Article XIVARTICLE FOUR. Subject to compliance with this Article XIVARTICLE FOUR, the Company may exercise its option defease the Securities of any series under this Section 14.02 SECTION 405 notwithstanding the a prior exercise of its option covenant defeasance (as defined herein) under Section 14.03 SECTION 406 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option specified in Section 4.03 applicable to this Section 14.02 with respect to any the Securities of or within a any series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 4.06 are satisfied (hereinafter, hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 4.07 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 4.06(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amountsadditional amounts, if any, on payable with respect to such Securities as contemplated by specified pursuant to Section 10.04, 3.01; (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (Div) this Article XIVIV. Subject to compliance with this Article XIVIV, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 4.05 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s ’ s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable provided in Section 1301 to this Section 14.02 with respect to any defease the Outstanding Securities of a particular series or within a seriesTranche, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series or Tranche on and after the date the applicable conditions set forth in Section 14.04 1304 are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, series or Tranche and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, except for however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series or Tranche to receive, solely from the trust fund described provided for in Section 14.04 and as more fully set forth in such Section1304, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041008, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVArticle, the Company may exercise its option with respect to Defeasance under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment Xxxxxxxx Xxxxxxxxxx under Section 1303 in regard to the Securities of such Securities may not be accelerated because of an Event of Defaultseries or Tranche.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 12.1 hereof of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.2, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from its their respective obligations with respect to such all Outstanding Securities on and after the date the conditions set forth in Section 14.04 12.4 hereof are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such legal defeasance means that the Company and the Subsidiary Guarantors shall be deemed (i) to have paid and discharged their respective obligations under the entire indebtedness represented by such Outstanding Securities, which provided, however, that the Securities shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 14.05 12.5 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and (ii) to have satisfied all its their other obligations under with respect to such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 12.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, premium if any, on) and interest, if any, interest on such Securities when such payments are duedue (or at such time as the Securities would be subject to redemption at the option of the Company in accordance with this Indenture), (B) the Company’s respective obligations with respect to such Securities of the Company and the Subsidiary Guarantors under Sections 3.053.3, 3.063.4, 10.02 and 10.03 and with respect 3.5, 3.6, 3.7, 5.8, 6.6, 6.9, 6.10, 10.2, 10.3, 10.21, 13.1 (to the payment of Additional Amountsextent it relates to the foregoing Sections and this Article XII), if any, on such Securities as contemplated by Section 10.0413.4 and 13.5 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) the obligations of the Company and the Subsidiary Guarantors under this Article XIVXII. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.2 notwithstanding the prior exercise of its option under Section 14.03 12.3 hereof with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 12.1 hereof of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.2, the Company and the Subsidiary Guarantors, if any, shall be deemed to have been discharged from its their respective obligations with respect to such all Outstanding Securities on and after the date the conditions set forth in Section 14.04 12.4 hereof are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such legal defeasance means that the Company and the Subsidiary Guarantors, if any, shall be deemed (i) to have paid and discharged their respective obligations under the entire indebtedness represented by such Outstanding Securities; provided, which however, that the Securities shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 14.05 12.5 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and (ii) to have satisfied all its their other obligations under with respect to such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 12.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, premium if any, on) and interest, if any, interest on such Securities when such payments are duedue (or at such time as the Securities would be subject to redemption at the option of the Company in accordance with this Indenture), (B) the Company’s respective obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 of the Company and 10.03 and with respect to the payment of Additional AmountsSubsidiary Guarantors, if any, on such Securities as contemplated by Section 10.04under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 5.8, 6.6, 6.9, 6.10, 10.2, 10.3, 10.21, 13.1 (to the extent it relates to the foregoing Sections and this Article XII), 13.4 and 13.5 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) the obligations of the Company and the Subsidiary Guarantors, if any, under this Article XIVXII. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.2 notwithstanding the prior exercise of its option under Section 14.03 12.3 hereof with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable provided in Section 11.01 to have this Section 14.02 with respect 11.02 applied to any the Outstanding Securities of or within a seriesand the Guarantees endorsed thereon, the Company and the Guarantor shall each be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and the Guarantees endorsed thereon as provided in this Section on and after the date the conditions set forth in Section 14.04 11.04 are satisfied (hereinafter, “defeasance”hereinafter called "Defeasance"). For this purpose, such defeasance Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 Securities and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, Guarantees endorsed thereon and to have satisfied all its their other obligations under such Securities the Securities, the Guarantees endorsed thereon and this Indenture insofar as such the Securities and the Guarantees endorsed thereon are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 11.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) any premium and interest, if any, interest on such Securities when such payments are due, (B2) the Company’s obligations with respect to such Securities under Sections 3.05's or the Guarantor's obligations, 3.06as the case may be, 10.02 and 10.03 and with respect to the payment of Additional AmountsSecurities under Sections 3.04, if any3.07, on such Securities as contemplated by Section 10.0410.02 and 10.03, (C3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, its rights under Section 6.07 and (D4) this Article XIVEleven. Subject to compliance with this Article XIVEleven, the Company may exercise its option under provided in Section 11.01 to have this Section 14.02 11.02 applied to the Outstanding Securities and the Guarantees endorsed thereon notwithstanding the prior exercise of its option under provided in Section 14.03 with respect 11.01 to such Securities. Following a defeasance, payment of such have Section 11.03 applied to the Outstanding Securities may not be accelerated because of an Event of Defaultand the Guarantees endorsed thereon.

Defeasance and Discharge. Upon the Company’s 's exercise ------------------------ under Section 4.01 of the above option applicable to this Section 14.02 with respect to any Securities of or within a series4.02, the Company and each Guarantor shall be deemed to have been discharged from its their obligations with respect to such Outstanding the Defeased Securities and the related Security Guarantees on and after the date the conditions set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding the Defeased Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 4.05 and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) of this Section 14.02below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of such Outstanding Defeased Securities to receive, solely from the trust fund described in Section 14.04 4.04 and as more fully set forth in such SectionSection 4.04, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, interest on such Defeased Securities when such payments are due, , (Bb) the Company’s 's obligations with respect to such Defeased Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, 10.03, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder and hereunder, including, without limitation, the Trustee's rights under Section 6.07, and (Dd) this Article XIVFour. Subject to compliance with this Article XIVFour, the Company may exercise its option under this Section 14.02 4.02 notwithstanding the prior exercise of its option under Section 14.03 4.03 with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any series of Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by and obligations under, the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, and (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVshall be ancillary thereto. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to Base Indenture is superseded in its entirety by this Section 14.02 8.1 with respect to any Securities the Notes. Subject to Section 14.05 of or within a seriesthe Base Indenture, the Company shall may cause itself to be deemed to have been discharged from its obligations with respect to such Outstanding Securities the Notes, and each Subsidiary Guarantor will be discharged from its obligations under the Subsidiary Guarantee, on and after the date the conditions precedent set forth in Section 14.04 below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company and each Subsidiary Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, Notes and to have satisfied all its other obligations under such Securities the Notes and this First Supplemental Indenture and the Base Indenture insofar as such Securities the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders holders of such Outstanding Securities Notes to receive, solely from the trust fund described in Section 14.04 of the Base Indenture and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) any premium and interest, if any, interest on such Securities the Notes when such payments are due, (B) the Company’s (and the Subsidiary Guarantors’, if any) obligations with respect to such Securities the Notes under Sections 3.052.07, 3.062.08, 10.02 2.09, 4.02 and 10.03 4.03 of the Base Indenture and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder under the Base Indenture and this First Supplemental Indenture and (D) this Article XIV14 of the Base Indenture. Subject to compliance with this Article XIV14 of the Base Indenture, defeasance with respect to the Notes by the Company may exercise its option and the Subsidiary Guarantors is permitted under this Section 14.02 of the Base Indenture notwithstanding the prior exercise of its option rights under Section 14.03 of the Base Indenture with respect to such Securitiesthe Notes. Following a defeasance, payment of such Securities the Notes may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a any series, the Company (and any applicable Guarantor) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions set forth in Section 14.04 below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities, Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1605 and the other Sections of this the Indenture referred to in clauses (A) and (B) below of this Section 14.02, such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, receive solely from the trust fund described in Section 14.04 1604 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 1003, and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041010, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (D) this Article XIVSixteen. Subject to compliance with this Article XIVSixteen, the Company may exercise its option under this Section 14.02 1602 with respect to Securities of any series notwithstanding the prior exercise of its option under Section 14.03 1603 with respect to such Securities. Following a defeasance, payment the Securities of such Securities may not be accelerated because of an Event of Defaultseries.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a seriesSection, the Company shall be deemed to have been discharged from its obligations obligations, and the provisions of Article Fourteen shall cease to be effective, with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding the series of Securities defeased pursuant to this Section 1302 to receive, solely from the trust fund described in Section 14.04 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of the Securities of such Securities series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series1302, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 1304 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, series and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1305 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, any premium or interest on such Securities when such payments are due, (Bii) the Company’s 's obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 1004 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (Ciii) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder under this Indenture and (Div) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of the Securities of such Securities series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) of this Section 14.02below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.10, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (Dd) this Article XIV. Subject to compliance with this Article XIV, XIV the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any Securities series of or within a seriesSecurities, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series, and the provisions of Article Thirteen hereof shall cease to be effective, on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02-68- Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, Section 6.06, and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a seriesSection, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series (including any Guaranteed Obligations in respect thereof) on and after the date the conditions precedent set forth in Section 14.04 below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to series (including any Guaranteed Obligations in clauses (Arespect thereof) and (B) of this Section 14.02, and to have satisfied all its other obligations under such Securities (including any Guaranteed Obligations in respect thereof) and this Indenture and the Mortgage insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments provided by the Company and acceptable to the Trustee acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee Trustee, the Paying Agent, the Security Registrar and the Authentication Agent hereunder and (D) this Article XIV13. Subject to compliance with this Article XIV13, the Company may exercise its option under this Section 14.02 13.02 notwithstanding the prior exercise of its option under Section 14.03 13.03 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of the Securities of such Securities series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option specified in Section 4.3 applicable to this Section 14.02 with respect to any the Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 4.6 are satisfied (hereinafter, “hereinafter "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 4.7 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s 's obligations with respect to such Securities under Sections 3.053.5, 3.063.6, 10.02 9.2 and 10.03 9.3 and with respect to the payment of Additional Amountsadditional amounts, if any, on payable with respect to such Securities as contemplated by specified pursuant to Section 10.04, 3.1(b)(17); (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (Div) this Article XIV4. Subject to compliance with this Article XIV4, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 4.5 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any series of Securities of or within a series, the Company and the Guarantors shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's and the Guarantors' obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the ------------------------ above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041006, (C) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable to this Section 14.02 with respect to any Debt Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Debt Securities on and after the date the conditions set forth in Section 14.04 1504 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Debt Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 1505 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all of its other obligations under such Debt Securities and this Indenture insofar as such Debt Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Debt Securities to receive, solely from the trust fund described in Section 14.04 1504 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium or Make-Whole Amount, if any, on) and interest, if any, on such Debt Securities when such payments are due, (B) the Company’s 's obligations with respect to such Debt Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003, and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, Article Thirteen (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFifteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 1503 with respect to such Debt Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable (if applicable) to have this Section 14.02 with respect applied to any Securities series of or within a seriesSecurities, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “Outstanding” "OUTSTANDING" only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Indenture Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and SECTION 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05SECTIONS 305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Indenture Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVARTICLE THIRTEEN, the Company may exercise its option under this Section 14.02 SECTION 1302 notwithstanding the prior exercise of its option under Section 14.03 SECTION 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 13.04 are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 13.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium or Make-Whole Amount, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 10.03, and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Company's obligations under Section 10.04, 6.06 hereof (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 13.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041004, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the option specified in SECTION 8.3 above option applicable to this Section 14.02 with respect to any Securities of or within a seriesSection, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 SECTION 8.6 herein are satisfied (hereinafter, “defeasance”hereinafter "DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 SECTION 8.7 herein and the other Sections of this Indenture referred to in clauses CLAUSE (A) and (Bb) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 SECTION 8.6(a) herein and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.05SECTIONS 2.4, 3.062.6, 10.02 2.10, 3.2 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, 3.3 herein; (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (Dd) this Article XIVARTICLE VIII. Subject to compliance with this Article XIVARTICLE VIII, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 SECTION 8.5 herein with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 12.1 hereof of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.2, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from its their respective obligations with respect to such all Outstanding Securities on and after the date the conditions set forth in Section 14.04 12.4 hereof are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such legal defeasance means that the Company and the Subsidiary Guarantors shall be deemed (i) to have paid and discharged their respective obligations under the entire indebtedness represented by such Outstanding Securities; provided, which however, that the Securities shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 14.05 12.5 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and (ii) to have satisfied all its their other obligations under with respect to such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 12.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, premium if any, on) and interest, if any, interest on such Securities when such payments are duedue (or at such time as the Securities would be subject to redemption at the option of the Company in accordance with this Indenture), (B) the Company’s respective obligations with respect to such Securities of the Company and the Subsidiary Guarantors under Sections 3.053.3, 3.063.4, 10.02 and 10.03 and with respect 3.5, 3.6, 3.7, 5.8, 5.14, 6.6, 6.9, 6.10, 10.2, 10.3, 13.1 (to the payment of Additional Amountsextent it relates to the foregoing Sections and this Article XII), if any, on such Securities as contemplated by Section 10.0413.4 and 13.5 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) the obligations of the Company and the Subsidiary Guarantors under this Article XIVXII. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.2 notwithstanding the prior exercise of its option under Section 14.03 12.3 hereof with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any series of Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series, and the provisions of Article Thirteen hereof shall cease to be effective, on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1504 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVFifteen. Subject to compliance with this Article XIVFifteen, the Company may exercise its option under this Section 14.02 1502 notwithstanding the prior exercise of its option under Section 14.03 1503 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall each be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) of this Section 14.021402, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, , (Bb) the Company’s obligations of the Company with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041005 with respect to the rights, if any, of the holders of such Securities to require the Company to repay such Securities as contemplated by Article Thirteen and with respect to the rights, if any, of holders to convert or exchange such Securities into other Securities, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations related thereto and (Dd) this Article XIV. Subject subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 1402 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1504 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 1505 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1504 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 307, 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041008, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVFifteen. Subject to compliance with this Article XIVFifteen, the Company may exercise its option under this Section 14.02 1502 notwithstanding the prior exercise of its option under Section 14.03 1503 with respect to such Securities. Following a defeasance, payment of such Securities may Money and securities held in trust pursuant to this Section 1502 shall not be accelerated because of an Event of Defaultsubject to Article Sixteen.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to Base Indenture is superseded in its entirety by this Section 14.02 8.1 with respect to any Securities the Notes. Subject to Section 14.05 of or within a seriesthe Base Indenture, the Company shall may cause itself to be deemed to have been discharged from its obligations with respect to such Outstanding Securities the Notes, and each Subsidiary Guarantor will be discharged from its obligations under the Subsidiary Guarantee, on and after the date the conditions precedent set forth in Section 14.04 below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company and each Subsidiary Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, Notes and to have satisfied all its other obligations under such Securities the Notes and this Second Supplemental Indenture and the Base Indenture insofar as such Securities the Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders holders of such Outstanding Securities Notes to receive, solely from the trust fund described in Section 14.04 of the Base Indenture and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) any premium and interest, if any, interest on such Securities the Notes when such payments are due, (B) the Company’s (and the Subsidiary Guarantors’, if any) obligations with respect to such Securities the Notes under Sections 3.052.07, 3.062.08, 10.02 2.09, 4.02 and 10.03 4.03 of the Base Indenture and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder under the Base Indenture and this Second Supplemental Indenture and (D) this Article XIV14 of the Base Indenture. Subject to compliance with this Article XIV14 of the Base Indenture, defeasance with respect to the Notes by the Company may exercise its option and the Subsidiary Guarantors is permitted under this Section 14.02 of the Base Indenture notwithstanding the prior exercise of its option rights under Section 14.03 of the Base Indenture with respect to such Securitiesthe Notes. Following a defeasance, payment of such Securities the Notes may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option specified in Section 4.3 applicable to this Section 14.02 with respect to any the Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 4.6 are satisfied (hereinafter, “hereinafter "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 4.7 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of the Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s 's obligations with respect to such Securities under Sections 3.053.5, 3.063.6, 10.02 9.2 and 10.03 9.3 and with respect to the payment of Additional Amountsadditional amounts, if any, on payable with respect to such Securities as contemplated by specified pursuant to Section 10.04, 3.1(b)(16); (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (Div) this Article XIV4. Subject to compliance with this Article XIV4, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 4.5 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option provided in Section 15.01 hereof applicable to this Section 14.02 with respect to any Securities of or within a series15.02, the Company and the Guarantors shall be deemed to have been discharged from its their obligations with respect to such the Outstanding Securities Securities, on and after the date the conditions set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"), except as set forth below. For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 14.05 15.05 hereof and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) of this Section 14.02below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 15.04 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are duedue from the trust, (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 Article 2 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.049.02 hereof, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith, and (Dd) this Article XIV15. Subject to compliance with this Article XIV15, the Company may exercise its option under this Section 14.02 15.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default15.03 hereof.

Defeasance and Discharge. Upon the Company’s exercise under Section 12.01 of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.02, the Company Company, the Guarantors and all parties to the Collateral Documents shall be deemed to have been discharged from its their obligations with respect to such all Outstanding Securities Securities, Guarantees and Collateral Documents on and after the date the conditions set forth in Section 14.04 12.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 12.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), and that all Collateral Documents will be deemed to have been released and discharged, except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, receive payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.063.08, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.03, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations under Section 6.06, (D) this Article XIVXII and (E) the Company’s obligation to pay Additional Amounts under Section 10.23. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.02 notwithstanding the prior exercise of its option under Section 14.03 12.03 with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a any series, the Company Issuer shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 13.4 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 13.5 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 15.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s Issuer's obligations with respect to such Securities under Sections 3.053.5, 3.063.6, 10.02 10.2 and 10.03 10.3 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.4, (C) the rightsrights , powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) this Article XIVArticle. Subject to compliance with this Article XIV13, the Company Issuer may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 13.3 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s Issuers' exercise under Section 12.1 hereof of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.2, the Company Issuers and the Subsidiary Guarantors shall be deemed to have been discharged from its their obligations with respect to such all Outstanding Securities on and after the date the conditions set forth in Section 14.04 12.4 hereof are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such legal defeasance means that the Company Issuers shall be deemed (i) to have paid and discharged their obligations under the entire indebtedness represented by such Outstanding Securities, which PROVIDED, HOWEVER, that the Securities shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 14.05 12.5 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and (ii) to have satisfied all its other obligations under with respect to such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 12.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) interest and interestLiquidated Damages, if any, on such their Outstanding Securities when such those payments are duedue (or at such time as the Securities would be subject to redemption at the option of the Issuers in accordance with this Indenture), (B) the Company’s 's and Finance Corp.'s obligations with respect to such Securities under Sections 3.05Section 3.3, 3.063.4, 10.02 3.5, 3.6, 5.8, 6.6, 6.9, 6.10, 10.2 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.3, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) the Company's and Finance Corp.'s obligations under this Article XIVXII. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.2 notwithstanding the prior exercise of its option under Section 14.03 12.3 hereof with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any Securities series of or within a seriesSecurities, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05306, 3.06307, 10.02 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 12.1 hereof of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.2, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from its their obligations with respect to such all Outstanding Securities on and after the date the conditions set forth in Section 14.04 12.4 hereof are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such legal defeasance means that the Company shall be deemed (i) to have paid and discharged its obligations under the entire indebtedness represented by such Outstanding Securities, which PROVIDED, HOWEVER, that the Securities shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 14.05 12.5 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and (ii) to have satisfied all its other obligations under with respect to such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 12.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) interest and interestLiquidated Damages, if any, on such their Outstanding Securities when such those payments are duedue (or at such time as the Securities would be subject to redemption at the option of the Company in accordance with this Indenture), (B) the Company’s 's obligations with respect to such Securities under Sections 3.05Section 3.3, 3.063.4, 10.02 3.5, 3.6, 5.8, 6.6, 6.9, 6.10, 10.2 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.3, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) the Company's obligations under this Article XIVXII. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.2 notwithstanding the prior exercise of its option under Section 14.03 12.3 hereof with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 12.1 hereof of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.2, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from its their obligations with respect to such all Outstanding Securities on and after the date the conditions set forth in Section 14.04 12.4 hereof are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such legal defeasance means that the Company shall be deemed (i) to have paid and discharged its obligations under the entire indebtedness represented by such Outstanding Securities, which provided, however, that the Securities shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 14.05 12.5 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and (ii) to have satisfied all its other obligations under with respect to such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and direction of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 12.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, premium if any, on) and interest, if any, interest on such Securities when such payments are duedue (or at such time as the Securities would be subject to redemption at the option of the Company in accordance with this Indenture), (B) the Company’s obligations with respect to such Securities of the Company under Sections 3.05Section 3.3, 3.063.4, 10.02 3.5, 3.6, 5.8, 6.6, 6.9, 6.10, 10.2 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.3, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) the obligations of the Company under this Article XIVXII. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.2 notwithstanding the prior exercise of its option under Section 14.03 12.3 hereof with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable to have this Section 14.02 with respect applied to any series of Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions precedent set forth in Section 14.04 1304 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, solely from the trust fund described in Section 14.04 and 1304 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1003 and 10.03 1004 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04shall be ancillary thereto, (C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (D) this Article XIVThirteen. Subject to compliance with this Article XIVThirteen, the Company may exercise its option under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 1303 with respect to the Securities of such Securitiesseries. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultDefault (other than an Event of Default specified in Section 501(6) or (7)).

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a any series, the Company (and any applicable Guarantor) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series on and after the date the conditions set forth in Section 14.04 below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities, Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1405 and the other Sections of this the Indenture referred to in clauses (A) and (B) below of this Section 14.02, such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Securities Administrator and the Trustee, at the expense of the Company, shall execute proper such instruments as reasonably requested by the Company acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series to receive, receive solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 1003, and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041009, (C) the rights, powers, trusts, duties duties, and immunities of the Trustee and the Securities Administrator hereunder and (D) this Article XIVFourteen. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 1402 with respect to Securities of any series notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment the Securities of such Securities may not be accelerated because of an Event of Defaultseries.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall each be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (Aa) and (Bb) of this Section 14.021402, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, , (Bb) the Company’s obligations of the Company with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041005 with respect to the rights, if any, of the holders of such Securities to require the Company to repay such Securities as contemplated by Article Thirteen and with respect to the rights, if any, of holders to convert or exchange such Securities into other Securities, (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations related thereto, and (Dd) this Article XIV. Subject subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 1402 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon In addition to the Company’s exercise defeasance and discharge provisions set out in Section 403 of the above Base Indenture, the following defeasance provision shall apply to the Notes: The Company may, at its option applicable and at any time (including the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to this Section 14.02 have its obligations discharged with respect to any Securities the Notes (“Legal Defeasance”). In the event of or within a series, the Company shall be deemed to have been discharged from its obligations Legal Defeasance with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafterNotes, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 on all outstanding Notes and the other Sections provisions of this Indenture referred as it relates to in clauses such Outstanding Notes (A) and (B) of this Section 14.02, and except to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities Notes to receive, solely receive from the trust fund funds described in Section 14.04 and as more fully set forth in such Sectionsubparagraph (i) below, payments in respect payment of the principal of (and premium, if any, on) and or interest, if any, on such Securities when Notes on the Stated Maturity of such principal of (and premiums, if any) or interest or any mandatory sinking fund payments or analogous payments applicable to the Notes on the day on which such payments are duedue and payable in accordance with the terms of the Indenture and of such Notes, (B) the Company’s obligations with respect to such Securities Notes under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 and with respect to 1003 of the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04Base Indenture, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder under the Indenture, including without limitation Section 607 of the Base Indenture and (D) this Article XIVFour of the Base Indenture, which in each case shall survive until otherwise terminated or discharged hereunder) shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same, provided that the conditions set out below have been satisfied. Subject to compliance with this Article XIVIn addition, the Company may exercise may, at its option under this Section 14.02 notwithstanding and at any time, elect to have the prior exercise obligations of its option under Section 14.03 the Company with respect to such Securitiesthe Notes be released with respect to covenants provided with respect to the Notes under Sections 301(14) or 901(2) of the Base Indenture (“Covenant Defeasance”), and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same, provided that the conditions set out below have been satisfied. Following a defeasanceIn the event of Covenant Defeasance, payment those events described under Section 501 of such Securities may not be accelerated because the Base Indenture and Article Seven of this Supplemental Indenture will no longer constitute an Event of Default. In order to exercise either Legal Defeasance or Covenant Defeasance: (i) the Company has deposited or caused to be deposited with the Trustee (or another corporate trustee appointed by the Company satisfying the requirements of Section 609 of the Base Indenture who shall have agreed to comply with the provisions of Article Four of the Base Indenture applicable to it), irrevocably (irrespective of whether the conditions in Subsections (ii), (iii), (iv), (v), (vi) and (vii) below have been satisfied, but subject to the provisions of Section 402(c) and the last paragraph of Section 1003 of the Base Indenture), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, with reference to this provision, (A) moneys in an amount, or (B) U.S. Government Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment moneys in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (C) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or such other corporate trustee, as the case may be) to pay and discharge, at maturity or upon redemption, the principal of, any mandatory sinking fund payments or analogous payments applicable to Notes (and premium, if any) and interest, if any, on such Outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be; (ii) the conditions in Subsections (2), (3) and (5) of Section 403 of the Base Indenture have been satisfied; (iii) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Base Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such Legal Defeasance had not occurred; (iv) in the case of Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such Covenant Defeasance had not occurred; (v) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; (vi) if such Notes are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to the Indenture or provision therefor satisfactory to the Trustee shall have been made; and (vii) if such deposit is to be made with a trustee, other than the Trustee, pursuant to subparagraph (i) above, such other trustee shall have delivered to the Trustee a certificate satisfactory in form to the Trustee stating that such deposit has been made in accordance with the provisions of Article Four of the Base Indenture and that such other trustee agrees to comply with the provisions of Article Four of the Base Indenture and the last paragraph of Section 1003 applicable to it, and the Trustee shall be fully protected in relying upon such certificate. In the event that any other trustee is appointed by the Company pursuant to Subsection (i) above, the Trustee shall have no responsibility with respect to the performance by such other trustee of its duties or with respect to any monies or U.S. Government Obligations deposited with such other trustee. Additionally, all references in the Indenture to Section 403 shall, vis-à-vis the Notes, be deemed to include amounts set aside as provided herein for a Legal Defeasance or a Covenant Defeasance.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 12.1 hereof of the above option applicable to this Section 14.02 with respect to any Securities of or within a series12.2, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from its their obligations with respect to such all Outstanding 103 Securities on and after the date the conditions set forth in Section 14.04 12.4 hereof are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such legal defeasance means that the Company and the Subsidiary Guarantors shall be deemed (i) to have paid and discharged their respective obligations under the entire indebtedness represented by such Outstanding Securities; provided, which however that the Securities shall thereafter continue to be deemed to be “"Outstanding” only " for the purposes of Section 14.05 12.6 hereof and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and (ii) to have satisfied all its their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 12.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are duedue (or at such time as the Securities would be subject to redemption at the option of the Company in accordance with this Indenture), (B) the Company’s obligations with respect to such Securities of the Company under Sections 3.053.3, 3.063.4, 10.02 3.5, 3.6, 3.7, 3.8, 5.8, 5.14, 6.6, 6.9, 6.10 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.2 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (D) the obligations of the Company under this Article XIVXII. Subject to compliance with this Article XIVXII, the Company may exercise its option under this Section 14.02 12.2 notwithstanding the prior exercise of its option under Section 14.03 12.3 hereof with respect to such the Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the option specified in Section 8.3 above option applicable to this Section 14.02 with respect to any Securities of or within a seriesSection, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding the Securities on and after the date the conditions set forth in Section 14.04 8.6 hereof are satisfied (hereinafterhereinafter "DEFEASANCE"), “defeasance”)subject to reinstatement pursuant to Section 8.10. For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 8.7 hereof and the other Sections of this Indenture referred to in clauses clause (A) and (Bb) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 8.6(a) hereof and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, interest on such Securities when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.052.2, 3.062.3, 10.02 2.4, 2.6, 2.10, 2.12, 3.2, 3.3 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, 6.10 hereof; (Cc) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (Dd) this Article XIVVIII. Subject to compliance with this Article XIVVIII, the Company may exercise its option under this Section 14.02 with respect to the Securities notwithstanding the prior exercise of its option under Section 14.03 8.5 hereof with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise ------------------------ of the above option specified in Section 8.3 applicable to this Section 14.02 with respect to any the Securities of or within a series, the Company and the Guarantors shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 8.6 are satisfied (hereinafter, “hereinafter "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, Securities which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 8.7 and the other Sections of this Indenture referred to in clauses clause (A) and (Bii) of this Section 14.02Section, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall on a Company Order execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund funds described in Section 14.04 8.6(a) and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any, on) and interest, if any, on such Securities when such payments are due, ; (Bii) the Company’s 's and the Guarantors' obligations with respect to such Securities under Sections 3.052.3, 3.062.6, 10.02 2.9, 3.2 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, 3.3; (Ciii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (Div) this Article XIVVIII. Subject to compliance with this Article XIVVIII, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 8.5 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above its option applicable provided in Section 11.01 to have this Section 14.02 with respect applied to any Securities either series of or within a seriesSecurities, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of that series on and after the date the conditions precedent set forth in Section 14.04 below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities, Securities of that series which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A1) and (B2) of this Section 14.02Section, and to have satisfied all its other obligations under such the Securities of that series and this Indenture insofar as such the Securities are of that series is concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (A1) the rights of Holders of such Outstanding Securities of that series to receive, solely from the trust fund described in Section 14.04 and 11.04 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, interest on such Securities when such payments are due, ; (B2) the Company’s 's obligations with respect to such the Securities of that series under Sections 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities obligations as contemplated by Section 10.04, shall be ancillary thereto; (C3) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and hereunder; and (D4) this Article XIVEleven. Subject to compliance with this Article XIVEleven, the Company may exercise its option under this Section 14.02 11.02 notwithstanding the prior exercise of its option under Section 14.03 11.03 with respect to such the Securities. Following a defeasancedefeasance with respect to the Securities of either series, payment of such the Securities of that series may not be accelerated because of an Event of DefaultDefault with respect to such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable provided in Section 1301 to this Section 14.02 with respect to any defease the Outstanding Securities of a particular series or within a seriesTranche, the Company shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities of such series or Tranche on and after the date the applicable conditions set forth in Section 14.04 1304 are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02, series or Tranche and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, except for however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities of such series or Tranche to receive, solely from the trust fund described provided for in Section 14.04 and as more fully set forth in such Section1304, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05304, 3.06305, 10.02 306, 1002 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.041008, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVArticle, the Company may exercise its option with respect to Defeasance under this Section 14.02 1302 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment Covenant Defeasance under Section 1303 in regard to the Securities of such Securities may not be accelerated because of an Event of Defaultseries or Tranche.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 1404 are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interestinterest (and Additional Interest, if any, ) on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05305, 3.06306, 10.02 1002, 1003 and 10.03 1009 and with respect to the payment of Additional Amountsadditional amounts, if any, on such Securities as contemplated by if provided for pursuant to Section 10.04301, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVFourteen. Subject to compliance with this Article XIVFourteen, the Company may exercise its option under this Section 14.02 1402 notwithstanding the prior exercise of its option under Section 14.03 1403 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium or Make-Whole Amount, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 10.03, and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Company's obligations under Section 10.04, 606 hereof (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVArticle, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section 14.02 with respect to any Securities of or within a series, the Company and the Guarantors shall be deemed to have been discharged from its their obligations with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section 14.02below, and to have satisfied all its their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the TrusteeTrustees, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.0410.05, (C) the rights, powers, trusts, duties and immunities of the Trustee Trustees hereunder and (D) this Article XIVArticle. Subject to compliance with this Article XIVArticle, the Company may exercise its option under this Section 14.02 notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.