Common use of Defeasance and Discharge Clause in Contracts

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 1302 applied to any Securities or any series of Securities, as the case may beor if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1305, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 1302 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s or the Parent Guarantor’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, each of the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor the Guarantors shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “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 Securities 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 CompanyCompany or the Parent Guarantor, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s or the Guarantors’ obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company and the Parent Guarantor may exercise its their option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed 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, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02, 5.01, 7.06 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related coupons on and after the date the conditions set forth in Section 1504 15.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). 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 and any related coupons, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 15.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related coupons are concerned (and the TrusteeTrustees, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related coupons to receive, solely from the trust fund described in Section 1504 15.04 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest interest, if any, on such Securities and any related coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 11.02 and 1003, and, if applicable, their obligations 11.03 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 11.05, (3C) the rights, powers, trusts, duties and immunities of the Trustee Trustees hereunder and (4D) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have under this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 15.03 with respect to such SecuritiesSecurities and any related coupons.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 15.04 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 15.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 100310.03, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 15.03 applied to such Securities.

Defeasance and Discharge. Upon On and after the Company’s exercise date on which the conditions set forth in Section 407 are satisfied with respect to the Securities of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may beseries, the Company shall be deemed to have been discharged from its obligations, paid and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”hereinafter "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 Securities which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 408 and the other Sections of this Indenture referred to in clause (ii) of this Section, 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), subject to except the following which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of such Securities to receive, solely from the trust fund funds described in Section 1504 407(a) and as more fully set forth in such Section, payments in respect of the principal of of, premium, if any, and any premium and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, ; (2ii) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306309, 1002 and 1003, and1003 and with respect to the payment of Additional Amounts, if applicableany, their payable with respect to such Securities as specified pursuant to clause (13) of Section 301; (iii) the Company's obligations with respect to the a conversion or exchange of such Securities, ; (3iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (4v) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have defease the Securities of any series under this Section applied to any Securities 405 notwithstanding the a prior exercise of its option covenant defeasance (if anyas defined herein) to have under Section 1503 applied 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 's exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor upon the Securities shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, 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 CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, 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 CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, or to convert such Securities in accordance with their termsthe provisions of Article Seventeen, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, 1003 and, if applicable, their obligations with respect to the conversion of such SecuritiesArticle Seventeen, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 100310.03, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 14.01) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 100310.03, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Security Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and each Security Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities Outstanding Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under such Securities and this Indenture and any Security Guarantee insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium or Make-Whole Amount, if any) and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1011, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this Article. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (b) substitution of mutilated, destroyed, lost or stolen Securities, (c) rights of Holders of such Securities to receivereceive payments of principal thereof and interest thereon, solely from upon the trust fund described in Section 1504 original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and as more fully set forth in such Section, payments in respect remaining rights of the principal of and any premium and interest on such Securities when payments are due, orholders to receive mandatory sinking fund payments, if applicable, to convert such Securities in accordance with their termsany, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3d) the rights, powers, trustsobligations, duties and immunities of the Trustee hereunder hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 6.07), (e) the rights, if any, to convert or exchange the Securities of such series, (f) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (4g) this Articlethe obligations of the Company under Section 10.02. Subject to compliance with this Article, the The Company may exercise its Defeasance option (if any) to have this Section applied to any Securities notwithstanding the its prior exercise of its option (if any) to have Section 1503 applied to such SecuritiesCovenant Defeasance option.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XIV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 13.01) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 12.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 12.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304Section 3.04, 305Section 3.05, 306Section 3.06, 1002 Section 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesSection 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 12.03 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, 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 of such series and all of its 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 of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 12.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 12.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304Section 3.04, 305Section 3.05, 306Section 3.06, 1002 Section 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesSection 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 12.03 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, 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 of such series and all of its 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 of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related Coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called hereinafter, “Defeasancedefeasance”). 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 and any related Coupons, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related Coupons and this Indenture insofar as such Securities and any related Coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related Coupons to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any, on) and interest on such Securities and any related Coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1005, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related Coupons.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities 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 CompanyIssuer, shall execute proper instruments acknowledging the same); PROVIDED, subject to HOWEVER, that the following which rights, obligations, powers, trusts, duties, immunities and indemnities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Securities under Sections 3041.15, 3053.04, 3063.05, 1002 3.06, 3.07, 7.01, 7.02, 8.03, 10.02, the last paragraph of Sections 10.04, 10.05, Sections 13.05 and 1003, and, if applicable, their obligations with respect to 13.06 as well as any obligation under the conversion terms of the Securities of such Securitiesseries to maintain a registrar or paying agent, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer's obligations with respect therewith, and (4D) this Article. Subject to compliance with this Article, the Company Issuer may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4 can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the Company's obligation to pay the expenses of any Citigroup Trust under Section 10.6) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (if any) applicable to have this Section applied to 402, the Company and any Securities or any other obligor upon the applicable series of Securities, as the case may beif any, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such series of Securities and this Indenture insofar as such series of Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities series of Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 303, 304, 305, 306307, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such a series of Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 1302 applied to any Securities or any series of Securities, as the case may beor if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1305, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and the obligations of each of the Guarantors and the Company in connection therewith and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 1302 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, 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 of such series and all of its 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 15.1 of its the option (applicable to this Section 15.2, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 15.4 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 15.5 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 15.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 6.7, and (4d) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 15.2 notwithstanding the prior exercise of its option (if any) under Section 15.3 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s Issuer's or the Guarantor's exercise of its option (if any) to have utilize the provisions of this Section applied to any Securities or any series of Securities, as the case may be9.6 and upon compliance with Section 9.7, the Company Issuer and the Guarantor shall be deemed to have been discharged from its obligations, their obligations with respect to the Outstanding Securities of such series and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and under the provisions of Articles Twelve and Fourteen shall cease to be effective, Guaranty with respect to such Securities and Subsidiary Guarantees as provided Outstanding Securities, in this Section each case on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned and the Guarantor shall be deemed to have discharged all of its obligations under the Guaranty (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described in Section 1504 9.8 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s obligations of the Issuer and each Subsidiary Guarantor’s obligations the Guarantor with respect to such Securities under Sections 3042.12, 3052.13, 3062.15, 1002 3.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities3.3, (3C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder under Sections 2.13, 2.14, 2.15, 4.3, 5.5 and 9.4, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange, (D) the conversion rights, if any, of Holders of Outstanding Securities of such series and the obligations of the Issuer, if any, with respect thereto under Article Twelve, and (4E) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such SecuritiesArticle Nine.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “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 Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, each Guarantor in respect of such series of Securities shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304Section 3.04, 305Section 3.05, 306Section 3.06, 1002 Section 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesSection 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, 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 of such series and all of its 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 Each of the Company’s exercise of Corporation and the Guarantor may cause itself to be discharged from its option (if any) to have this Section applied obligations with respect to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 12.4 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company Corporation and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and the Guarantee, respectively, and to have satisfied all its other obligations under such Securities and the Guarantee, respectively, and this Indenture insofar as such Securities are concerned (and the TrusteeGuarantee are concerned, and the Trustees, at the expense of the CompanyCorporation, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: : (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 12.4 and as more fully set forth in such SectionSection 12.4, payments in respect of the principal of of, and any premium premium, Additional Amounts and interest on on, such Securities when payments are due, or; (2) the Corporation’s and, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.5, 3053.6, 30610.2, 1002 10.3 and 1003, and, if applicable, their obligations 10.4 and with respect to the conversion of such Securities, Trustees under Section 6.7; (3) the rights, powers, protections, indemnities, trusts, duties and immunities of the Trustee hereunder and Trustees hereunder; and (4) this ArticleArticle 12. Subject to compliance with this ArticleArticle 12, the Company may exercise its option (if any) to have this Section applied Defeasance with respect to any Securities or any series of Securities is permitted under this Section 12.2 notwithstanding the prior exercise by the Corporation or the Guarantor of its option (if any) to have rights under Section 1503 applied 12.3 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 exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, 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 CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s Issuer's or the Guarantor's exercise of its option (if any) to have utilize the provisions of this Section applied to any Securities or any series of Securities, as the case may be9.6 and upon compliance with Section 9.8, the Company shall be deemed to have been discharged from its obligations, Issuer and each Subsidiary the Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, series and the provisions of Articles Twelve and Fourteen Guarantor shall cease be deemed to be effective, have been discharged from obligations under the Guaranty with respect to such Securities and Subsidiary Guarantees as provided Outstanding Securities, in this Section each case on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned and the Guarantor shall be deemed to have discharged all of its obligations under the Guaranty (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described in Section 1504 9.8 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s obligations of the Issuer and each Subsidiary Guarantor’s obligations the Guarantor with respect to such Securities under Sections 3042.12, 3052.13, 3062.15, 1002 3.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities3.3, (3C) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder under Sections 2.13, 2.14, 2.15, 4.3, 5.5 and 9.4, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange, (D) the conversion rights, if any, of Holders of Outstanding Securities of such series and the obligations of the Issuer, if any, with respect thereto under Article Eleven, and (4E) this ArticleArticle Nine. Subject to compliance with this ArticleArticle Nine, the Company Issuer may exercise its option (if any) to have under this Section applied to any Securities 9.6 notwithstanding the prior exercise of its option (if any) under Section 9.7 with respect to have Section 1503 applied to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its the above option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may beSection, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Issuer shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Debt Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the conditions precedent set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Debt Securities of such Securities series and to have satisfied all 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 CompanyIssuer, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Debt Securities of such Securities series to receive, solely from the trust fund described in Section 1504 and 13.04 as more fully set forth in such Sectionsection, payments in respect of the principal of (and any premium premium, if any) and interest on such Debt Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Debt Securities under Sections 3042.08, 3052.09, 3062.11, 1002 3.02, 3.04 and 1003, and, if applicable, their 6.05 and such obligations with respect to the conversion of such Securitiesas shall be ancillary thereto, (3c) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder hereunder, (d) the Issuer's obligations with respect to a conversion or exchange of Debt Securities and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company Issuer may exercise its option (if any) to have under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) under Section 13.03 with respect to have Section 1503 applied to the Debt Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed 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, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable by the Guarantor, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon Publishing's exercise under Section 4.01 of the Company’s exercise of its option (if any) applicable to have this Section applied to any Securities or any series of Securities4.02, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Publishing shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”)hereinafter, "defeasance") and each Guarantor shall be deemed to be discharged from its obligations with respect to its Guarantee relating to the Defeased Securities. For this purpose, such Defeasance defeasance means that the Company Publishing shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, 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 CompanyPublishing and upon written request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 4.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s Publishing's obligations with respect to such Defeased Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder hereunder, and (4d) this ArticleArticle IV. Subject to compliance with this ArticleArticle IV, the Company Publishing may exercise its option (if any) to have under this Section applied to any Securities 4.02 notwithstanding the prior exercise of its option (if any) under Section 4.03 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, 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 of such series and all of its 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 of its the option (if any) provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen Article XIV shall cease to be effective, with respect to the Outstanding Securities of such Securities series and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to their Subsidiary Guarantees for such Outstanding Securities, as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”)) and the Trustee shall deliver to the Company and the Subsidiary Guarantors appropriate instruments of satisfaction, discharge and release. 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 Securities series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture, and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under their Subsidiary Guarantees and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such Securities series to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion Securities of such Securitiesseries under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company may exercise its option (if any) provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Securities Defeasible Series notwithstanding the prior exercise of its option (if any) provided in Section 13.01 to have Section 1503 13.03 applied to the Outstanding Securities of such Securitiesseries.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “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 Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the TrusteeTrustees, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustees hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, the Company shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Defeasance and Discharge. Upon the Company’s 's exercise of its the option (if any) provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen Article XIV shall cease to be effective, with respect to the Outstanding Securities of such Securities series and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to their Subsidiary Guarantees for such Outstanding Securities, as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “"Defeasance”)") and the Trustee shall deliver to the Company and the Subsidiary Guarantors appropriate instruments of satisfaction, discharge and release. 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 Securities series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture, and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under their Subsidiary Guarantees and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such Securities series to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their 's obligations with respect to the conversion Securities of such Securitiesseries under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company may exercise its option (if any) provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Securities Defeasible Series notwithstanding the prior exercise of its option (if any) provided in Section 13.01 to have Section 1503 13.03 applied to the Outstanding Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its the option provided in Section 11.1 (if anyCompany’s Option to Effect Defeasance or Covenant Defeasance) applicable to have this Section applied to any Securities or any series of Securities, as the case may be11.2, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section Notes then Outstanding on and after the date the conditions set forth in Section 1504 below are satisfied with respect to such Notes (herein called “Defeasance”hereinafter, 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 Securities the Notes then Outstanding and to have satisfied all its other obligations under such Securities Notes and this Indenture insofar as such Securities Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following following, which shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of such Securities Notes to receive, solely from the trust fund described in Section 1504 11.4 (Conditions to Defeasance or Covenant Defeasance) and as more fully set forth in such SectionSection 11.4 (Conditions to Defeasance or Covenant Defeasance), payments in respect of the principal of (and any premium premium, if any) and interest and Additional Amounts, if any, on such Securities Notes when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, ; (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities Notes under Sections 3043.4 (Registration, 305Registration of Transfer and Exchange Generally), 3063.5 (Mutilated, 1002 Destroyed, Lost and 1003Stolen Notes), and, if applicable, their obligations with respect to the conversion 3.6 (Payment of such Securities, Interest; Interest Rights Preserved); (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and hereunder, and (4d) this ArticleArticle 11. Subject to compliance with this ArticleArticle 11, the Company may exercise its option pursuant to Section 11.1 (if anyCompany’s Option to Effect Defeasance or Covenant Defeasance) elect to have this Section 11.2 applied to any Securities the Notes then Outstanding notwithstanding the its prior exercise of its option election pursuant to Section 11.1 (if anyCompany’s Option to Effect Defeasance or Covenant Defeasance) to have Section 1503 11.3 (Covenant Defeasance) applied to such Securitiesthe Notes then Outstanding.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 13.02 applied to any Securities or any series of Securities, as the case may beor if this Section 13.02 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 13.02 on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such SectionSection 13.05, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their the Guarantors’ obligations with respect to the conversion of such SecuritiesGuarantees under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 13.02 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 13.03 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be402, the Company shall be deemed to have been discharged from its obligationsand any other obligor upon the Securities, and each Subsidiary Guarantor if any, shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and any other obligor upon the Securities shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, 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), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 606, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities 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); PROVIDED, subject to HOWEVER, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.03, 3053.05, 3063.06, 1002 3.07, 7.01, 7.02, 10.01, 10.02, the last paragraph of Section 10.05, and 1003Sections 13.05 and 13.06, and, if applicable, their obligations with respect to as well as any obligation under the conversion terms of the Securities of such Securitiesseries to maintain a registrar or paying agent, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations with respect thereto, and (4D) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 14.1) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.4 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.4(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.3 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its 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 of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve XII and Fourteen XIV shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 15.4 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 15.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 100310.3, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 15.3 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed 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, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) right to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor the Guarantors shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and the Subsidiary Guarantees Guarantees, respectively, as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “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 Securities and the Subsidiary Guarantees, respectively, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 13.05 and the other sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities Securities, the Subsidiary Guarantees and this Indenture insofar as such Securities and the Subsidiary Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, (i) payments in respect of the principal of and any premium and interest on the Outstanding Securities on the Stated Maturity of such principal or installment of principal of and any premium or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities when on the day on which such payments are due, or, if applicable, to convert such Securities due and payable in accordance with their termsthe terms of this Indenture and the Securities of such series, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder including the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and the Company’s obligation in connection therewith, and (4d) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities and any Subsidiary Guarantees notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securitiessecurities.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “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 Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the TrusteeTrustees, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.1, 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustees hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, the Company shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its the above option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may beSection, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Issuer shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Debt Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the conditions precedent set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Debt Securities of such Securities series and to have satisfied all 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 CompanyIssuer, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Debt Securities of such Securities series to receive, solely from the trust fund described in Section 1504 and 13.04 as more fully set forth in such Sectionsection, payments in respect of the principal of (and any premium premium, if any) and interest on such Debt Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Debt Securities under Sections 3042.08, 3052.09, 3062.11, 1002 3.02, 3.04 and 1003, and, if applicable, their 6.06 and such obligations with respect to the conversion of such Securitiesas shall be ancillary thereto, (3c) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder hereunder, (d) the Issuer's obligations, if any, with respect to a conversion or exchange of Debt Securities and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company Issuer may exercise its option (if any) to have under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) under Section 13.03 with respect to have Section 1503 applied to the Debt Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, effective with respect to such Securities and Subsidiary Guarantees Guarantees, as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Security Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and each Security Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities Outstanding Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its other obligations under such Securities and this Indenture and any Security Guarantee insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium or Make-Whole Amount, if any) and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1010, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this Article. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such Securities.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4 can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) and (vii) the Company's obligation to pay the expenses of any Financing Trust under Section 10.6) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve Thirteen and Fourteen Fifteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 16.04 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 16.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 16.03 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 401 of its the option (applicable to this Section 402, the Company, each Guarantor and any other obligor upon the Securities, if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Debt represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 405 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 304, 305, 306308, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise under Section 4.01 of its the option (applicable to this Section 4.02, the Company, each Guarantor, if any) to have this Section applied to , and any Securities or any series of other obligor upon the Securities, as the case may beif any, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 4.04 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company Company, each Guarantor, if any, and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in (a) and (b) below, 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 CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 4.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 3043.04, 3053.05, 3063.08, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 6.07, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 4.02 notwithstanding the prior exercise of its option (under Section 4.03 with respect to the Securities. Upon the Company’s exercise under Section 4.01 of the option applicable to this Section 4.03, the Company and each Guarantor, if any, shall be released from its obligations under any covenant or provision contained or referred to in Sections 10.05 through 10.18, inclusive, and the provisions of Section 8.01(a), with respect to the Defeased Securities, on and after the date the conditions set forth in Section 4.04 below are satisfied (hereinafter, “covenant defeasance”), and the Defeased Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Defeased Securities, the Company and each Guarantor, if any, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section 1503 applied or by reason of any reference in any such Section to any other provision herein or in any other document and such Securitiesomission to comply shall not constitute a Default or an Event of Default under Section 5.01(c) or (g) but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be unaffected thereby.

Defeasance and Discharge. Upon the Company’s 's exercise of its the option (if any) provided in Section 14.01 to have this Section 14.02 applied to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen Article XIII shall cease to be effective, with respect to the Outstanding Securities of such Securities series and the Subsidiary Guarantors shall be deemed to have been discharged from their obligations with respect to their Subsidiary Guarantees for such Outstanding Securities, as provided in this Section on and after the date the conditions set forth in Section 1504 14.04 are satisfied (herein hereinafter called “"Defeasance”"), and the Trustee shall deliver to the Company and the Subsidiary Guarantors appropriate instruments of satisfaction, discharge and release. 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 Securities series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture, and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under their Subsidiary Guarantees and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such Securities series to receive, solely from the trust fund described in Section 1504 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their 's obligations with respect to the conversion Securities of such Securitiesseries under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIV. Subject to compliance with this ArticleArticle XIV, the Company may exercise its option (if any) provided in Section 14.01 to have this Section 14.02 applied to the Outstanding Securities of any Securities Defeasible Series notwithstanding the prior exercise of its option (if any) provided in Section 14.01 to have Section 1503 14.03 applied to the Outstanding Securities of such Securitiesseries.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “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 Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the TrusteeTrustees, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustees hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, each Guarantor in respect of such series of Securities shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.

Defeasance and Discharge. Upon the Company’s or the Guarantor’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, and the Guarantees thereof, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees Guarantees, as provided in this Section on and after the date the conditions set forth in Section 1504 13.04 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantor, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations with respect to such Securities and each Subsidiary the Guarantor’s obligations with respect to such Securities Guarantees under Sections 3043.04, 3053.05, 3063.06, 1002 10.02, 10.03 and 1003, and, if applicable, their obligations with respect to the conversion of such SecuritiesArticle Fifteen, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company or the Guarantor may exercise its option (if any) to have this Section applied to any Securities Securities, notwithstanding the prior exercise of its option (if any) to have Section 1503 13.03 applied to such Securities and Guarantees.” Section 23. The first sentence of Section 13.03 of the Indenture is hereby amended and restated to read in its entirety as follows: “Upon the Company’s or the Guarantor’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under, and the Guarantor will have no liability in respect of, Section 8.01(3) and Section 10.05, and any covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 5.01(4) (with respect to any of Section 8.01(3) and Section 10.05, and any such covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7)) and 5.01(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities and Guarantees as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”).” Section 24. Section 13.06 of the Indenture is hereby amended and restated to read in its entirety as follows:

Defeasance and Discharge. Upon On and after the Company’s exercise date on which the conditions set forth in Section 407 are satisfied with respect to the Securities of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may beseries, the Company shall be deemed to have been discharged from its obligations, paid and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”hereinafter "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 Securities which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 408 and the other Sections of this Indenture referred to in clause (ii) of this Section, 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 28 execute proper instruments acknowledging the same), subject to except the following which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of such Securities to receive, solely from the trust fund funds described in Section 1504 407(a) and as more fully set forth in such Section, payments in respect of the principal of of, premium, if any, and any premium and interest interest, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, ; (2ii) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306309, 1002 and 1003, and1003 and with respect to the payment of Additional Amounts, if applicableany, their payable with respect to such Securities as specified pursuant to clause (13) of Section 301; (iii) the Company's obligations with respect to the a conversion or exchange of such Securities, ; (3iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; and (4v) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have defease the Securities of any series under this Section applied to any Securities 405 notwithstanding the a prior exercise of its option covenant defeasance (if anyas defined herein) to have under Section 1503 applied 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 its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicableso provided for in the terms of such Securities, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicableso provided for in the terms of such Securities, their obligations with respect to the conversion conversions of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 1501 of its the option (if any) applicable to have this Section applied to 1502, the Company, each Guarantor and any Securities or any series of other obligor upon the Securities, as the case may beif any, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied hereinafter (herein called “Defeasance”). For this purpose, such Defeasance means that the Company Company, each Guarantor and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1505 and the other Sections of this Indenture referred to in (i) and (ii) below, 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 CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders Holder of such Defeased Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2ii) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Defeased Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee’s rights under Section 607, and (4iv) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Fifteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1502 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied with respect to such Securities.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers’ Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4, can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (herein except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the Company’s obligation to pay the expenses of any GMAC Trust under Section 10.6) (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s or the Guarantor’s exercise under this Article Fourteen of its the option (if any) applicable to have this Section applied 1402 and Section 1403 with respect to any Securities or any series of Securities, as the case may be, the Company shall be deemed and the Guarantor shall, subject to have been discharged from its obligationsthe satisfaction of the conditions set forth in Section 1404 hereof, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee that series of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”). For this purpose, such 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 of that series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 1405 hereof and the other Sections of this Indenture referred to in Clauses (a) and (b) below, to have satisfied all its their other obligations under such the Securities of that series and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the CompanyCompany or the Guarantor, shall execute proper instruments prepared by the Company acknowledging the same)) and to have cured all then existing Events of Default with respect to that series of Securities, subject to except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of such Securities of that series to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, receive payments in respect of the principal of and any premium of, premium, if any, and interest on the Securities of that series when such Securities when payments are due, or, if applicable, due solely out of the trust created pursuant to convert such Securities in accordance with their terms, this Indenture for those Securities; (2b) the Company’s and each Subsidiary or the Guarantor’s obligations with respect to such any series of Securities under Sections 304concerning issuing temporary Securities, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion registration of such Securities, mutilated, destroyed, lost or stolen Securities and the maintenance of an office or agency for payment and money for security payments held in trust; (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, Security Registrar and Paying Agent and the Company’s or the Guarantor’s obligations in connection therewith; and (4d) this ArticleSection 1402. Subject to compliance with this ArticleArticle Thirteen, the Company or the Guarantor may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its their option (if any) to have under Section 1503 applied to such Securities1403 hereof.

Defeasance and Discharge. Upon the Company’s 's exercise of its the above option (if any) applicable to have this Section applied with respect to any Securities of or any series of Securities, as the case may bewithin a series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section any related Coupons on and after the date the conditions set forth in Section 1504 1404 are satisfied (herein called “Defeasance”hereinafter, "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 and any related Coupons, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and any related Coupons and this Indenture insofar as such Securities and any related Coupons are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Outstanding Securities and any related Coupons to receive, solely from the trust fund described in Section 1504 1404 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any, on) and interest on such Securities and any related Coupons when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion payment of Additional Amounts, if any, on such SecuritiesSecurities as contemplated by Section 1005, (3C) the rights, powers, trusts, duties - 76 - and immunities of the Trustee hereunder and (4D) this ArticleArticle Fourteen. Subject to compliance with this ArticleArticle Fourteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1402 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 1403 with respect to such SecuritiesSecurities and any related Coupons.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on On and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “"Defeasance”"), the Corporation and the Guarantor may cause themselves to be discharged from their obligations with respect to any Securities or any series of Securities and the Guarantees endorsed thereon. For this purpose, such Defeasance means that the Company Corporation shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and the Corporation and the Guarantor shall be deemed to have satisfied all its other obligations under such Securities and the Guarantees endorsed thereon and this Indenture insofar as such Securities and the Guarantees endorsed thereon are concerned (and the Trustee, at the expense of the CompanyCorporation or the Guarantor, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s Corporation's and each Subsidiary Guarantor’s 's obligations with respect to such Securities and the Guarantees endorsed thereon under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations 1003 and with respect to the conversion of such SecuritiesTrustee under Section 607, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied Defeasance with respect to any Securities or any series of Securities and the Guarantees endorsed thereon by the Corporation and the Guarantor is permitted under this Section 1302 notwithstanding the prior exercise by the Corporation of its option (if any) to have rights under Section 1503 applied 1303 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 8.01 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be8.02, the Company and the Subsidiary Guarantors, if any, shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities all Notes and Subsidiary Guarantees as provided in this Section then outstanding on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and any Subsidiary Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Notes and any Subsidiary Guarantees outstanding, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities Notes, Subsidiary Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Securities Notes then outstanding to receive, receive solely from the trust fund described in Section 1504 8.04 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on such Securities Notes when such payments are due, oror on the Redemption Date, if applicable, to convert such Securities in accordance with their termsas the case may be, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities Notes under Sections 3042.03, 3052.04, 3062.05, 1002 2.06 2.07, 2.10, 4.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities4.03, (3C) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (4D) this ArticleArticle Eight. Subject to compliance with this ArticleArticle Eight, the Company may exercise its option (if any) to have under this Section applied to any Securities 8.02 notwithstanding the prior exercise of its option (if any) under Section 8.03 with respect to have Section 1503 applied to such Securitiesthe Notes.

Defeasance and Discharge. Upon the CompanyIssuer’s or the Guarantors’ exercise of its option (their option, if any) , to have this Section 1302 applied to any Securities or any series of Securities, as and the case may beGuarantees thereof, or if this Section 1302 shall otherwise apply to any Securities or any series of Securities, each of the Company Issuer and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyIssuer or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1305, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle XIII. Subject to compliance with this ArticleArticle XIII, the Company Issuer or the Guarantors may exercise its option (their option, if any) , to have this Section 1302 applied to the Securities of any Securities series and the Guarantees thereof notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have 76 been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, or to convert such Securities in accordance with their termsthe provisions of Article Seventeen, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, 1003 and, if applicable, their obligations with respect to the conversion of such SecuritiesArticle Seventeen, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities 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 CompanyIssuer, shall execute proper instruments acknowledging the same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties, immunities and indemnities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Securities under Sections 3041.15, 3053.04, 3063.05, 1002 3.06, 3.07, 7.01, 7.02, 8.03, 10.02, the last paragraph of Sections 10.04, 10.05, Sections 13.05 and 1003, and, if applicable, their obligations with respect to 13.06 as well as any obligation under the conversion terms of the Securities of such Securitiesseries to maintain a registrar or paying agent, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer's obligations with respect therewith, and (4D) this Article. Subject to compliance with this Article, the Company Issuer may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) of the Company to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 SECTION 14.04 are satisfied (herein hereinafter called “"Defeasance”)") and the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the First Mortgage Bonds shall be satisfied and discharged, as provided in the supplemental trust indenture or indentures to the First Mortgage creating such First Mortgage Bonds and the First Mortgage Bonds shall cease to secure the Securities in any manner. For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 SECTION 14.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations of the Company with respect to such Securities under Sections 304SECTIONS 3.04, 3053.05, 3063.06, 1002 11.02 and 1003, and, if applicable, their obligations 11.03 and with respect to the conversion of such SecuritiesTrustee under SECTION 7.07, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 SECTION 14.03 applied to such Securities.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its option (if any) to have this Section applied to any Guaranteed Securities or any series of Guaranteed Securities, as the case may be, the Company Issuer and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Guaranteed Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (referred to herein called “as "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 Guaranteed Securities and to have satisfied all its other obligations under such Guaranteed Securities and this Indenture insofar as such Guaranteed Securities are concerned (and the Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Guaranteed Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Guaranteed Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) each of the Company’s Issuer's and each Subsidiary Guarantor’s the Guarantors' obligations with respect to such Guaranteed Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company Issuer may exercise its option (if any) to have this Section applied to any Guaranteed Securities notwithstanding the prior exercise of its the Issuer's option (if any) to have Section 1503 applied to such Guaranteed Securities.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor Issuer shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, Securities and the provisions of Articles Twelve and Fourteen Guarantors shall cease be deemed to be effective, have been discharged from their obligations with respect to such Securities and Subsidiary Guarantees its Guarantee as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that (i) the Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and the Guarantees endorsed thereon and to have satisfied all its their other obligations under such Securities and Guarantees, respectively, this Indenture and any other applicable Financing Document insofar as such Securities are concerned (and the Capital Markets Trustee, at the expense of the CompanyIssuer, shall execute proper instruments in form and substance satisfactory to the Issuer and the Guarantors acknowledging the same)) and (ii) subject to the provisions of the Common Security Agreement, all of the Collateral shall be released, without requiring the consent of any Holder, from any and all security interests to the extent held directly or indirectly for the benefit of the Holders, subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1304, payments in respect of the principal of of, any premium payable upon the redemption or purchase thereof and any other premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s Issuer's obligations with respect to such Securities under Sections 304, 305, 306, 1002 1003 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities1004, (3) the rights, powers, trusts, duties and immunities of the Capital Markets Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its their option (if any) to have Section 1503 1303 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (option, if any) , to have this Section 1302 applied to any Securities or any series of Securities, as the case may beor if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary related Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such SectionSection 1305, payments in respect of the principal of and any premium premium, if any, and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this ArticleArticle 13. Subject to compliance with this ArticleArticle 13, the Company or the Guarantors may exercise its option (their option, if any) , to have this Section 1302 applied to the Securities of any Securities series and the related Guarantees notwithstanding the prior exercise of its option (option, if any) , to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon On and after the Company’s exercise date on which the conditions set forth in Section 4.6 are satisfied with respect to the Securities of its option (if any) to have this Section applied to or within any Securities or any series of Securities, as the case may beseries, the Company shall be deemed to have been discharged from its obligations, paid and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied any interest coupons appertaining thereto (herein called “Defeasance”hereinafter "defeasance"). For this purpose, such Defeasance defeasance means that (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any interest coupons appertaining thereto which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any interest coupons appertaining thereto and this Indenture insofar as such Securities and any interest coupons appertaining thereto are concerned (and the Trustee, upon payment of all amounts due it under Section 6.7, 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 Subordinated Guarantees and under Article 16 of this Indenture, subject to except the following which shall survive until otherwise terminated or discharged hereunder: (1i) the rights of Holders of such Securities and any interest coupons appertaining thereto to receive, solely from the trust fund funds described in Section 1504 4.6(a) and as more fully set forth in such Section, payments in respect of the principal of of, premium, if any, and any premium and interest interest, if any, on such Securities or any interest coupons appertaining thereto when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, ; (2ii) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.5, 3053.6, 306, 1002 9.2 and 1003, and9.3 and with respect to the payment of additional amounts, if applicableany, their payable with respect to such Securities as specified pursuant to Section 3.1(b)(16); (iii) the Company's obligations with respect to the a conversion or exchange of such Securities, ; (3iv) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4v) this ArticleArticle 4. Subject to compliance with this ArticleArticle 4, the Company may exercise its option (if any) to have defease the Securities of any series and any interest coupons appertaining thereto under this Section applied to any Securities 4.4 notwithstanding the a prior exercise of its option covenant defeasance (if anyas defined herein) to have under Section 1503 applied 4.5 with respect to such SecuritiesSecurities and any interest coupons appertaining thereto. 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 its the option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities 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); provided, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium premium, if any), interest, if any, and interest Additional Amounts, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4d) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section 1302 applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company [if applicable, insert – and the Guarantors of the Securities] shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities [if applicable, insert – or such Guarantees] are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company [if applicable, insert – and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series] with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section 1302 applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. [if applicable, insert – Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 of its the option (if any) provided in Section 13.01 to have this Section applied to any defease the Outstanding Securities or any series of Securities, as the case may bea particular series, the Company Issuers shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called “Defeasance”hereinafter, "DEFEASANCE"). For this purpose, such Defeasance means shall mean that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities 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 CompanyIssuers, shall execute proper instruments acknowledging the same); PROVIDED, subject to HOWEVER, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of (and any premium and other amounts, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s Issuers' obligations with respect to such Securities under Sections 3043.03, 3053.05, 3063.06, 1002 3.07, 7.01, 7.02, 10.01, 10.02, the last paragraph of Section 10.05, Sections 13.05 and 1003, and, if applicable, their obligations with respect to 13.06 as well as any obligation under the conversion terms of the Securities of such Securitiesseries to maintain a registrar or paying agent, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers' obligations with respect therewith, and (4D) this Article. Subject to compliance with this Article, the Company Issuers may exercise its their option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, or if this Section shall otherwise apply to any Securities or any series of Securities, as the case may be, each of the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees the corresponding Guarantees, as applicable, as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to the Securities of any Securities series notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its the option (if any) provided in Section 12.01 applicable to have this Section applied to any Securities or any series of Securities, as the case may beSection, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Outstanding Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”)hereinafter, "defeasance") If the Company exercises its defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under (i) the Subsidiary Guarantee Agreement and the Second Priority Collateral Documents, and (ii) the Second Priority Lien and the Second Priority Mortgages, as they pertain to the Securities, shall be released. For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such the Outstanding Securities 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), subject to ) except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 12.04 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.04, 3053.05, 3063.06, 1002 10.02 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.03, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4D) this ArticleArticle XII. Subject to compliance with this ArticleArticle XII, the Company may exercise its option (if any) to have under this Section applied to any Securities 12.02 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied to such Securities12.03.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 14.1) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 13.4 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.4(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.3 applied to such Securities. Upon the effectiveness of defeasance with respect to any series of Securities, each Guarantor of the Securities of such series shall (except as provided in clause (2) of the preceding sentence) be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Securities of such series and all of its 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 of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company [if applicable, insert – and the Guarantors of the Securities] shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its their other respective obligations under such Securities and this Indenture insofar as such Securities [if applicable, insert – or such Guarantees] are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company [if applicable, insert – and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series] with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. [if applicable, insert – Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4 can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the Company's obligation to pay the expenses of any Citigroup Trust under Section 10.6) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's or the Guarantor's exercise under Section 12.01 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be12.02, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall each be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, all outstanding Securities and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section endorsed thereon on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter "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 and the Guarantees endorsed thereon, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 12.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities Securities, the Guarantees endorsed thereon and this Indenture insofar as such Securities are concerned (and the Trustee, on demand of and at the expense of the Company, Company shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of such outstanding Securities to receive, solely from the trust fund described in Section 1504 12.04 and as more fully set forth in such Section, payments in respect of the principal of Principal Amount, premium (if any) and any premium and interest accrued Original Issue Discount on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s 's and each Subsidiary the Guarantor’s 's respective obligations with respect to such Securities and the Guarantees endorsed thereon under Sections 3042.03, 3052.04, 3062.05, 1002 10.02, and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.04, (3C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's and the Guarantor's obligations in connection therewith and (4D) this ArticleArticle XII. Subject to compliance with this ArticleArticle XII, the Company or the Guarantor may exercise its option (if any) to have under this Section applied to any Securities 12.02 notwithstanding the prior exercise of its option (if any) under Section 12.03 with respect to have Section 1503 applied to such Securitiesthe Securities and the Guarantees endorsed thereon.

Defeasance and Discharge. Upon The following provisions shall apply to the Company’s exercise Securities of its option each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 3.1. In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) to have this Section applied to any Securities or any series of Securitiesand interest, as certified pursuant to subparagraph (a) of Section 4.4 can be determined at the case may betime of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have been paid and discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the entire indebtedness on all the Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees a series as provided in this Section on and after the date the conditions set forth in Section 1504 4.4 are satisfied (herein called “Defeasance”). For this purposesatisfied, such Defeasance means that and the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and provisions of this Indenture insofar with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities are concerned of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.4, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.2, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the Company's obligation to pay the expenses of any CGMH Trust under Section 10.6) (hereinafter called "Defeasance"), and the Trustee, Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 401 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be402, the Company shall be deemed to have been discharged from its obligationsand any other obligor upon the Securities, and each Subsidiary Guarantor if any, shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that each of the Company and any other obligor upon the Securities shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, 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), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 606, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each any Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee Guarantees of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s 's and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 applied to such Securities.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 301 of its the option (if any) applicable to have this Section applied to any Securities or any series 302, each of Securities, as the case may beCompany, the Company shall be deemed to have been discharged from its obligationsGuarantors, and each Subsidiary Guarantor any other obligor on the Securities shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company Company, the Guarantors and any other obligor of the Securities shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 305 and the other Sections of this Indenture referred to in (a) and (b) below, 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 CompanyCompany and upon written request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 304 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest and Liquidated Damages on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304203, 305204, 306205, 1002 902 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities903, (3c) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee hereunder hereunder, and (4d) this ArticleArticle Three. Subject to compliance with this ArticleArticle Three, the Company may exercise its option (if any) to have under this Section applied to any Securities 302 notwithstanding the prior exercise of its option (if any) under Section 303 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s exercise of its the option provided in Section 11.1 (if anyCompany’s Option to Effect Defeasance or Covenant Defeasance) applicable to have this Section applied to any Securities or any series of Securities, as the case may be11.2, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee any Series of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section Notes then Outstanding on and after the date the conditions set forth in Section 1504 below are satisfied with respect to such Series of Notes (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Series of Notes then Outstanding and to have satisfied all its other obligations under such Securities Series of Notes and this Indenture insofar as such Securities Series of Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following following, which shall survive until otherwise terminated or discharged hereunder: : (1a) the rights of Holders of such Securities Series of Notes to receive, solely from the trust fund described in Section 1504 11.4 (Conditions to Defeasance or Covenant Defeasance) and as more fully set forth in such SectionSection 11.4 (Conditions to Defeasance or Covenant Defeasance), payments in respect of the principal of (and any premium premium, if any) and interest and Additional Amounts, if any, on such Securities Series of Notes when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, ; (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities Series of Notes under Sections 3043.4 (Registration, 305Registration of Transfer and Exchange Generally), 3063.5 (Mutilated, 1002 Destroyed, Lost and 1003Stolen Notes), and, if applicable, their obligations with respect to the conversion 3.6 (Payment of such Securities, Interest; Interest Rights Preserved); (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and hereunder, and (4d) this ArticleArticle 11. Subject to compliance with this ArticleArticle 11, the Company may exercise its option pursuant to Section 11.1 (if anyCompany’s Option to Effect Defeasance or Covenant Defeasance) elect to have this Section 11.2 applied to any Securities the Notes then Outstanding notwithstanding the its prior exercise of its option election pursuant to Section 11.1 (if anyCompany’s Option to Effect Defeasance or Covenant Defeasance) to have Section 1503 11.3 (Covenant Defeasance) applied to such Securitiesthe Notes then Outstanding.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following following, which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicableso provided for in the terms of such Securities, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicableso provided for in the terms of such Securities, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 's exercise of its option (if anyapplicable) to have this Section 1502 applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securitiesseries, and the provisions of Articles Twelve and Fourteen Article Thirteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions precedent set forth in Section 1504 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such Securities series which shall thereafter be deemed to be "Outstanding" only for the purposes of the Sections of this Indenture referred to in clauses (A) and (B) of this Section 1502, 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), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1A) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described in Section 1504 and as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2B) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their 1003 and such obligations with respect to the conversion of such Securitiesas shall be ancillary thereto, (3C) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (4D) this ArticleArticle Fifteen. Subject to compliance with this ArticleArticle Fifteen, the Company may exercise its option (if any) to have under this Section applied to any Securities 1502 notwithstanding the prior exercise of its option (if any) to have under Section 1503 applied 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 its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the provisions of such Securities, Article XV (and the provisions of Articles Twelve and Fourteen the last paragraph of Section 1401) shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “Defeasance”). For this purpose, such 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 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations of the Company and each Subsidiary Guarantor’s obligations the Guarantors of the Securities of such series with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such Securities. Upon the effectiveness of Defeasance with respect to any series of Securities, 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 of such series and all of its 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 's exercise under Section 401 of its the option (if any) applicable to have this Section applied to any Securities or any series of Securities, as the case may be402, the Company shall be deemed to have been discharged from its obligationsand any other obligor upon the Securities, and each Subsidiary Guarantor if any, shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Defeased Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 404 below are satisfied (herein called “Defeasance”hereinafter, "defeasance"). For this purpose, such Defeasance defeasance means that the Company and any other obligor under this Indenture shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 405 and the other Sections of this Indenture referred to in (a) and (b) below, 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 CompanyCompany and upon Company Request, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Defeased Securities to receive, solely from the trust fund described in Section 1504 404 and as more fully set forth in such Section, payments in respect of the principal of and any premium of, premium, if any, and interest on on, such Securities Securities, when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Defeased Securities under Sections 304, 305, 306307, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, including, without limitation, the Trustee's rights under Section 607, and (4d) this ArticleArticle Four. Subject to compliance with this ArticleArticle Four, the Company may exercise its option (if any) to have under this Section applied to any Securities 402 notwithstanding the prior exercise of its option (if any) under Section 403 with respect to have Section 1503 applied to such the Securities.

Defeasance and Discharge. Upon the Company’s or the Guarantor’s exercise of its option (if any) to have this Section applied to any Securities, any series of Securities or any series tranche of Securities, as and the case may beGuarantees endorsed thereon, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees Guarantees, as provided in this Section on and after the date the conditions set forth in Section 1504 1304(1) are satisfied (herein hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantor, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s obligations with respect to such Securities, and each Subsidiary the Guarantor’s obligations with respect to such Securities Guarantees under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company or the Guarantor may exercise its option (if any) to have this Section applied to any Securities and the Guarantees endorsed thereon, notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such SecuritiesSecurities and Guarantees.

Defeasance and Discharge. Upon the Company’s exercise of its the option (if any) to have this Section applied to any Securities and their related Guarantees or any series of SecuritiesSecurities and their related Guarantees, as the case may be, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary the Guarantor shall be deemed to have been discharged from its their respective obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 1304 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its their other obligations under such Securities and Guarantees and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute on Company Order proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s 's and each Subsidiary the Guarantor’s 's obligations with respect to such Securities under Sections 304, 305, 305 and 306, 1002 and 1003, and, if applicable, their the Company's obligations with respect to the conversion of such SecuritiesSecurities under Sections 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company or the Guarantor may exercise its option (if any) to have this Section applied to any Securities and their related Guarantees notwithstanding the prior exercise of its option (if any) to have Section 1503 1303 applied to such SecuritiesSecurities and their related Guarantees. SECTION 1303.

Defeasance and Discharge. Upon the Company’s 's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligationsand the Guarantor, and each Subsidiary Guarantor if applicable, shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees under the Guarantee in respect thereof as provided in this Section on and after the date the conditions set forth in Section 1504 13.4 are satisfied (herein hereinafter called “"Defeasance”"). For this purpose, such Defeasance means that the Company and the Guarantor, if applicable, shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and under the Guarantee in respect thereof and to have satisfied all its other obligations under such Securities and under the Guarantee in respect thereof, and this Indenture insofar as such Securities and such Guarantee are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantor, if applicable, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 13.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest (including Additional Interest) on such Securities when payments are due, or(b) the Company's and, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary Guarantor’s 's obligations with respect to such Securities under Sections 3043.6, 3053.7, 306, 1002 10.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities10.3, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4d) the provisions of this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 13.3 applied to such Securities.

Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligationsobligations with respect to the Outstanding Securities of such series, and each Subsidiary the Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee the Guarantees endorsed on the Outstanding Securities of such Securitiesseries, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions precedent set forth in Section 1504 below are satisfied (herein called hereinafter, “Defeasancedefeasance”). 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 the Outstanding Securities of such series, and the Guarantees endorsed thereon, which Outstanding Securities shall thereafter be deemed to be “Outstanding” only for the purposes of the Sections of this Indenture referred to in clauses (a) and (b) of this Section, and the Company and the Guarantor shall be deemed to have satisfied all its of their respective other obligations under such Securities Securities, the Guarantees endorsed thereon and this Indenture insofar as such Securities and Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to except for the following which shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described in Section 1504 and 13.04 as more fully set forth in such Section, payments in respect of the principal of (and any premium premium, if any) and interest on and Additional Amounts with respect to, such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary the Guarantor’s obligations with respect to such Securities under Sections 3043.06, 3053.07, 306, 1002 10.02 and 1003, and, if applicable, their 10.03 and such obligations with respect to the conversion of such Securitiesas shall be ancillary thereto, (3c) the rights, powers, trusts, duties duties, immunities and immunities other provisions in respect of the Trustee hereunder and (4d) this ArticleArticle 13. Subject to compliance with this ArticleArticle 13, the Company may exercise its option (if any) to have under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) under Section 13.03 with respect to have Section 1503 applied 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 its the option (if any) provided in Section 13.01 to have this Section applied defease the Outstanding Securities of a particular series, the Company and, with respect to any Securities or any series of Securities, as Securities to which the case may beprovisions of Article Fifteen shall apply, the Company shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its their obligations with respect to its Subsidiary Guarantee the Outstanding Securities of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section series on and after the date the applicable conditions set forth in Section 1504 13.04 are satisfied (herein called hereinafter, “Defeasancedefeasance”). For this purpose, such Defeasance means shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and, the Company and, with respect to any series of Securities and to which the provisions of Article Fifteen shall apply, the Guarantor shall be deemed 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)same); provided, subject to however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (1a) the rights of Holders of Outstanding Securities of such Securities series to receive, solely from the trust fund described provided for in Section 1504 and as more fully set forth in such Section13.04, payments in respect of the principal of and any premium premium, if any, interest, if any, and interest Additional Amounts known, at the time such defeasance is effected, to be payable, if any, on such Securities when such payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2b) the Company’s and each Subsidiary Guarantor’s obligations with respect to such Securities under Sections 3042.05, 3052.06, 3062.07, 1002 4.02, 5.01, 7.06 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities12.04, (3c) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder; (d) any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 2.01 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Shares or other securities or property and (4e) this ArticleArticle Thirteen. Subject to compliance with this ArticleArticle Thirteen, the Company may exercise its option (if any) with respect to have defeasance under this Section applied to any Securities 13.02 notwithstanding the prior exercise of its option (if any) with respect to have covenant defeasance under Section 1503 applied 13.03 in regard to the Securities of such Securitiesseries.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company Issuer shall be deemed to have been discharged from its obligations, and each Subsidiary Guarantor shall be deemed to have been discharged from its obligations with respect to its Subsidiary Guarantee of such Securities, and the provisions of Articles Twelve and Fourteen shall cease to be effective, with respect to such Securities and Subsidiary Guarantees as provided in this Section on and after the date the conditions set forth in Section 1504 14.4 are satisfied (herein hereinafter called “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 Securities 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), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1504 14.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the Company’s and each Subsidiary GuarantorIssuer’s obligations with respect to such Securities under Sections 3043.4, 3053.5, 3063.6, 1002 11.2 and 1003, and, if applicable, their obligations with respect to the conversion of such Securities11.3, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (4) this ArticleArticle 14. Subject to compliance with this ArticleArticle 14, the Company Issuer may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1503 14.3 applied to such Securities. Upon the completion of any Defeasance in respect of any Securities, the Company shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Securities, without the need for any notice, document or action.