Common use of Defeasance and Discharge Clause in Contracts

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and 13.05 as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 10.02 and 10.310.04 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 13.02 notwithstanding the prior exercise of its option under Section 13.3 13.03 with respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of the occurrence and continuance of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange any Authenticating Agent hereunder and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Sectiontherein, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 1301 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such any series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding the Securities of such series to receive, solely from the trust fund described in Section 13.4 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on the Securities of such Securities series when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 10.2 1002, 1003 and 10.31004, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 1302 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series1303.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 applicable 1301 to have this Section 13.21302 applied to the Outstanding Securities of any series, the Company and any Guarantor (if applicable) shall be deemed to have been discharged from its obligations their obligations, and the provisions of Article Seventeen shall cease to be effective, with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions set forth below in Section 1304 are satisfied (hereinafter, “defeasance”hereinafter called "Defeasance"). For this purpose, such defeasance Defeasance means that the Company and any Guarantor (if applicable) shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities and the Guarantee (if applicable) of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 1304 and as more fully set forth in such Section, payments in respect of the principal of (and principal, premium, if any) , and interest interest, if any, on such Securities of such series when such payments are due, (B2) the Company’s 's and any Guarantor's (if applicable) obligations with respect to the Securities of such Securities series under Sections 3.4304, 3.5305, 3.6306, 10.2 1002 and 10.31006 and Article Sixteen, (C3) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder, including, without limitation, its rights under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange 607 and (D4) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under provided in Section 1301 to have this Section 13.2 1302 applied to the Outstanding Securities of any series notwithstanding the prior exercise of its option under provided in Section 13.3 with respect 1301 to have Section 1303 applied to the Outstanding Securities of such series.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company Issuer shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, receive solely from the trust fund described in Section 13.4 12.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s Issuer's obligations with respect to such Securities under Sections 2.8, 2.9, 2.11, 3.2 and 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIITwelve. Subject to compliance with this Article XIIITwelve, the Company Issuer may exercise its option under this Section 13.2 12.2 notwithstanding the prior exercise of its option options under Section 13.3 12.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth provided in Section 13.1 applicable 5.01 to have this Section 13.25.02 applied to the Outstanding Securities of any Defeasible Series and subject to the proviso to Section 5.01, the Company shall and the Guarantor will be deemed to have been discharged from its their respective obligations with respect to the Outstanding Securities of such series as provided in this Section 5.02 on and after the date the conditions set forth below in Section 5.04 are satisfied (hereinafter, hereinafter called “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall will execute proper instruments acknowledging the same), except for subject to the following which shall will survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 5.04 and as more fully set forth in such SectionSection 5.04, payments in respect of the principal of (and premium, if any) any premium and interest on such Securities of such series when such payments are due, ; (Bb) the Company’s obligations with respect to the Securities of such Securities series under Sections 3.42.05, 3.52.06, 3.62.07, 10.2 6.02, 6.03, and 10.3, 10.06; (Cc) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and hereunder; and (Dd) this Article XIII. V. Subject to compliance with this Article XIIIV, the Company may exercise its option under provided in Section 5.01 to have this Section 13.2 5.02 applied to the Outstanding Securities of any Defeasible Series notwithstanding the prior exercise of its option under provided in Section 13.3 with respect 5.01 to have Section 5.03 applied to the Outstanding Securities of such series.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Subject to Section 13.1 applicable to this Section 13.214.05, the Company shall may cause itself to be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such any series on and after the date the conditions precedent set forth below are satisfied but subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.42.07, 3.52.08, 3.62.09, 10.2 4.02 and 10.34.03 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIII14. Subject to compliance with this Article XIII14, defeasance with respect to Securities of a series by the Company may exercise its option is permitted under this Section 13.2 14.02 notwithstanding the prior exercise of its option rights under Section 13.3 14.03 with respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth provided in Section 13.1 applicable 13.01 to have this Section 13.213.02 applied to the Outstanding Securities of any Defeasible Series, the Company shall be deemed to have been discharged from its obligations obligations, with respect to the Outstanding Securities of such series series, as provided in this Section on and after the date the conditions set forth below in Section 13.04 are satisfied (hereinafterhereinafter called “Defeasance”), “defeasance”and the Trustee shall deliver to the Company appropriate instruments of satisfaction, discharge and release (such instruments to be in form and substance reasonably satisfactory to the Trustee). 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 series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments (such instruments to be in form and substance reasonably satisfactory to the Trustee) acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on such Securities of such series when such payments are due, (B2) the Company’s obligations with respect to the Securities of such Securities series under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 10.02 and 10.310.03, (C3) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D4) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under provided in Section 13.01 to have this Section 13.2 13.02 applied to the Outstanding Securities of any Defeasible Series notwithstanding the prior exercise of its option under provided in Section 13.3 with respect 13.01 to have Section 13.03 applied to the Outstanding Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 1301 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such any series on the date 91st day after the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding the Securities of such series to receive, solely from the trust fund described in Section 13.4 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on the Securities of such Securities series when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4Section 304, 3.5305, 3.6306, 10.2 1002, 1003 and 10.31004, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5hereunder, 3.6including, 3.7without limitation, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange 607 and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 1302 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series1303.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 12.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities (including any obligations in respect of such series Liens then securing the Securities) on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding such Securities of such series to receive, solely from the trust fund described in Section 13.4 12.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIITwelve. Subject to compliance with this Article XIIITwelve, the Company may exercise its option under this Section 13.2 12.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series12.3.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding outstanding Securities of such series on the date the conditions set forth below in Section 8.4 are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities outstanding Securities, which shall thereafter be deemed to be "outstanding" only for the purposes of such series Section 8.5 and the other Sections of this Indenture referred to in Paragraphs (a) and (b) below, and to have satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the samesame following delivery by the Company to the Trustee of an Officer's Certificate and Opinion of Counsel stating that all such conditions have been satisfied), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 8.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, , (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.42.4, 3.52.5, 3.62.9, 10.2 2.10, 2.12 and 10.3, 4.7. (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5hereunder, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and and (Dd) this Article XIII8. Subject to compliance with this Article XIII8, the Company may exercise its option under this Section 13.2 8.2 notwithstanding the prior exercise of its option under Section 13.3 8.3 with respect to the Securities of such seriesSecurities.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 request and expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (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 the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 12.03 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4Section 3.04, 3.5Section 3.05, 3.6Section 3.06, 10.2 Section 5.02, Section 7.02 and 10.3Section 7.03, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5Section 3.05, 3.6Section 3.06, 3.7Section 3.07, 3.9Section 3.08, 4.2Section 3.09, 6.7 Section 4.02, Section 5.04, Section 5.06, Section 7.03(f) and Section 10.3(e)9.07, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIIIARTICLE Twelve. Subject to compliance with this Article XIIIARTICLE Twelve, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series12.02.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth provided in Section 13.1 14.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such any series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the such Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of Outstanding Securities holders of such series Securities to receive, solely from the trust fund described in Section 13.4 14.4 hereof and as more fully set forth in such Section, payments in respect of the principal of (and premiuminterest and Additional Amounts, if any) and interest , on such Securities when such payments are due, (Bb) the Company’s obligations with respect to such Securities under Sections 3.43.9, 3.53.10, 3.6, 10.2 4.2 and 10.311.4 hereof, (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (Dd) this Article XIIIFourteen. Subject to compliance with this Article XIIIFourteen, the Company may exercise its option under this Section 13.2 14.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series14.3.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, indemnities and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 SECTION 13.01 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such any series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding the Securities of such series to receive, solely from the trust fund described in Section 13.4 SECTION 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on the Securities of such Securities series when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4SECTIONS 3.04, 3.53.05, 3.63.06, 10.2 10.02, 10.03 and 10.310.04, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIARTICLE THIRTEEN. Subject to compliance with this Article XIIIARTICLE THIRTEEN, the Company may exercise its option under this Section 13.2 SECTION 13.02 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such seriesSECTION 13.03.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.212.02, the Company shall be deemed to have been discharged from its their respective obligations with respect to the Outstanding Securities of such series Notes on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series Notes 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities of such series Notes to receive, solely from the trust fund described in Section 13.4 12.04 and as more fully set forth in such SectionSection 12.04, payments in respect of the principal of (and premium, if any) , and interest on such Securities Notes when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities Notes under Sections 3.43.04, 3.53.05, 3.63.07, 10.2 6.07, 10.02 and 10.3, 10.03; (Cc) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and hereunder; and (Dd) this Article XIII12. Subject to compliance with this Article XIII12, the Company may exercise its option under this Section 13.2 12.02 notwithstanding the prior exercise of its option under Section 13.3 12.03 with respect to the Securities of such seriesNotes.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to the Outstanding outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding outstanding Securities of such series and the Company and the Guarantors shall be deemed to have satisfied all its other their respective obligations under such the Securities and the Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 8.04 and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any) , and interest on such outstanding Securities when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.42.07, 3.52.08, 3.6, 10.2 4.02 and 10.3, 7.07; (Cc) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.hereunder; and

Defeasance and Discharge. Upon the Company’s exercise of the option set forth provided in Section 13.1 applicable 14.01 to have this Section 13.214.02 applied to the Outstanding Notes, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series Notes as provided in this Section on and after the date the conditions set forth below in Section 14.04 are satisfied (hereinafter, hereinafter called “defeasanceDefeasance”). 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 series Notes and to have satisfied all its other obligations under such Securities the Notes and this Indenture insofar as such Securities the Notes are concerned (and the TrusteeTrustees, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding Securities of such series Notes to receive, solely from the trust fund described in Section 13.4 14.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities Notes when such payments are due, (B2) the Company’s obligations with respect to such Securities the Notes under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 10.02 and 10.310.03, (C3) the rights, protections, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange Trustees hereunder and (D4) this Article XIIIXIV. Subject to compliance with this Article XIIIXIV, the Company may exercise its option under provided in Section 14.01 to have this Section 13.2 14.02 applied to the Outstanding Notes notwithstanding the prior exercise of its option under provided in Section 13.3 with respect 14.01 to have Section 14.03 applied to the Securities of such seriesOutstanding Notes.

Defeasance and Discharge. Upon The provisions of Sections 4.2 and 4.3 shall apply to the Company’s exercise Securities of each series that is issued on or after the option set forth date hereof unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 13.1 applicable 3.1 In addition to discharge of this Indenture pursuant to Section 13.24.1, in the Company shall be deemed to have been discharged from its obligations case of any series of Securities with respect to which the Outstanding Securities exact amount described in subparagraph (a) of Section 4.4 can be determined at the time of making the deposit referred to in such series on the date the conditions set forth below are satisfied subparagraph (hereinaftera), “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by on all the Outstanding Securities of such a series as provided in this Section on and after the date the conditions set forth in Section 4.4 are satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and to have satisfied all its other obligations under exchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and this Indenture insofar as of such Securities are concerned series, (and the Trustee, at the expense and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aiii) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 13.4 and as more fully set forth in such Section4.4, payments in respect of the principal of (thereof and premiuminterest, if any) , thereon upon the original stated due dates therefor (but not upon acceleration), and interest on remaining rights of the Holders of Securities of such Securities when such payments are dueseries to receive mandatory sinking fund payments, if any, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (Civ) the rights, powersobligations, trusts, duties, duties and immunities of the Trustee under Sections 3.5hereunder, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (Dv) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.Section

Defeasance and Discharge. Upon the Company’s 's exercise under Section 8.3 of the option set forth in Section 13.1 applicable to this Section 13.28.4, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Defeased Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “hereinafter "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities defeased Securities, which shall thereafter be deemed to be "outstanding" only for the purposes of such series Sections 2.4, 2.5, 2.6, 2.8, 2.9, 2.11, 2.12, 4.1, 4.5, 6.6, 6.7, 7.7, 7.8 and 8.2 of this Indenture and the Company shall be deemed 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 and request of the Company, and, upon written request, shall execute proper instruments acknowledging the same), except for ) subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding such Securities of such series to receive, solely from the trust fund described in Section 13.4 8.6 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C2) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D3) this Article XIIIVIII. Subject to compliance with this Article XIIIVIII, the Company may exercise its option under this Section 13.2 8.4 notwithstanding the prior exercise of its option under Section 13.3 8.5 with respect to the Securities a series of such seriesSecurities.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its option to utilize the option set forth in Section 13.1 applicable to provisions of this Section 13.29.6 and upon compliance with Section 9.7, the Company Issuer shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 9.7 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (Bb) the Company’s Issuer's obligations with respect to such Securities under Sections 3.42.10, 3.52.11, 3.62.13, 10.2 3.2 and 10.33.3, (Cc) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.52.11, 3.62.12, 3.72.13, 3.94.3, 4.2, 6.7 5.5 and Section 10.3(e)9.4, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange exchange, and (Dd) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such seriesNine.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and the last paragraph of Section 10.3(e)10.3, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with Thirteen and (E) any other Section of this Article XIII, the Company may exercise its option under this Indenture contemplated by Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.3.1

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer hereunder or exchange any Authenticating Agent and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 SECTION 13.01 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such any series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding the Securities of such series to receive, solely from the trust fund described in Section 13.4 SECTION 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on the Securities of such Securities series when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4SECTIONS 3.04, 3.53.05, 3.63.06, 10.2 10.02, 10.03 and 10.310.04, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIARTICLE THIRTEEN. Subject to compliance with this Article XIIIARTICLE THIRTEEN, the Company may exercise its option under this Section 13.2 13.02 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such seriesSECTION 13.03.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth provided in Section 13.1 12.01 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series Notes on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series Notes 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 request and expense and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Ai) the rights of Holders of Outstanding Securities of such series Notes to receive, solely from the trust fund described in Section 13.4 12.04 and as more fully set forth in such Section, payments in respect of the principal of (and amount of, premium, if any) any and interest on such Securities Notes when such payments are due, (Bii) the Company’s obligations with respect to such Securities Notes under Sections 3.43.05, 3.53.06, 3.63.07, 10.2 3.08, 5.15, 10.03, 10.14, 10.16 and 10.3, 10.17 (Ciii) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5hereunder (including, 3.6claims of, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of or payments to the Trustee to authenticate Securities of such series issued on registration of transfer or exchange under Section 6.06) and (Div) this Article XIIIXII. Subject to compliance with this Article XIIIXII, the Company may exercise its option under this Section 13.2 12.02 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series12.03.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities Secu rities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 1301 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such any series on the date the conditions set forth below in Section 1304 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding the Securities of such series to receive, solely from the trust fund described in Section 13.4 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on the Securities of such Securities series when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 10.2 1002, 1003 and 10.31004, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 1302 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series1303.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and 13.4, as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange any Authenticating Agent hereunder and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2with respect to defeasance of the Outstanding Securities of a particular series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are dueas set forth therein, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 6.8, 10.2, and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities, indemnities, and immunities other provisions in respect of the Trustee under Sections 3.5hereunder, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII13. Subject to the compliance with this Article XIII13, the Company may exercise its option under this Section 13.2 13.3 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the its option set forth in Section 13.1 applicable to have this Section 13.2applied to the Outstanding Securities (as a whole and not in part), the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding such Securities of such series as provided in this Section on and after the date the conditions set forth below in Section 12.4 are satisfied (hereinafter, “defeasance”hereinafter called "Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding such Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 12.4 and as more fully set forth in such SectionSec- 128 tion, payments in respect of the principal of (and of, premium, if any) , and interest on such Securities when such payments are due, (B2) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C3) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D4) this Article XIIIArticle. Subject to compliance with this Article XIIIArticle, the Company may exercise its option under to have this Section 13.2 applied to the Outstanding Securities (as a whole and not in part) notwithstanding the prior exercise of its option under to have Section 13.3 with respect 12.3 applied to the Securities of such seriesSecurities.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of its option to utilize the option set forth in Section 13.1 applicable to provisions of this Section 13.29.6 and upon compliance with Section 9.8, the Company Issuer shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 9.8 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (Bb) the Company’s Issuer's obligations with respect to such Securities under Sections 3.42.10, 3.52.11, 3.62.13, 10.2 3.2 and 10.33.3, (Cc) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.52.11, 3.62.12, 3.72.13, 3.94.3, 4.2, 6.7 5.5 and Section 10.3(e)9.4, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange exchange, (d) the conversion rights, if any, of Holders of Outstanding Securities of such series and the Issuer's obligations, if any, with respect thereto under Article Eleven, and (De) this Article XIIINine. Subject to compliance with this Article XIIINine, the Company Issuer may exercise its option under this Section 13.2 9.6 notwithstanding the prior exercise of its option under Section 13.3 9.7 with respect to the Securities of such series.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company Issuer shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, receive solely from the trust fund described in Section 13.4 12.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the CompanyIssuer’s obligations with respect to such Securities under Sections 2.8, 2.9, 2.11, 3.2 and 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIITwelve. Subject to compliance with this Article XIIITwelve, the Company Issuer may exercise its option under this Section 13.2 12.2 notwithstanding the prior exercise of its option options under Section 13.3 12.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2with respect to Securities of any series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”hereinafter called "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 such Securities of such series and to have satisfied all its other obligations under the Outstanding Securities of such Securities series and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of the Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 1303 and as more fully set forth in such Section, payments in respect of the principal of (Amount Payable at Maturity and premium, if any) and interest Cash Interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 10.2 1002 and 10.31003, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIISixteen. Subject to compliance with this Article XIIISixteen, the Company may exercise its option under this Section 13.2 with respect to Securities of any series notwithstanding the prior exercise of its option under Section 13.3 1303 with respect to the such Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 applicable 13.01 to have this Section 13.213.02 applied to the Outstanding Securities of a defeasible series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below in Section 13.04 are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and any premium or interest on such Securities when such payments are due, (B2) the Company’s 's obligations with respect to such Securities under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 10.02 and 10.310.03 and, with respect to the Trustee, under Section 6.07, (C3) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.53.04, 3.63.05, 3.73.06, 3.93.08, 4.23.09, 6.7 5.06 and Section 10.3(e)10.03, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D4) this Article XIIIArticle. Subject to compliance with this Article XIIIArticle, the Company may exercise its option under provided in Section 13.01 to have this Section 13.2 13.02 applied to the Outstanding Securities of any defeasible series notwithstanding the prior exercise of its option under provided in Section 13.3 with respect 13.01 to have Section 13.03 applied to the Outstanding Securities of such series.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 13.1 applicable to this Section 13.28.4 hereof, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities all outstanding Notes of such a series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securities outstanding Notes of such series a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities series of Notes and this Indenture insofar as such Securities are concerned (and the Trustee, upon receipt of a Company Order and at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of Outstanding Securities outstanding Notes of such a series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, receive payments in respect of the principal of (and of, premium, if any) , and interest interest, if any, on such Securities series of Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the CompanyIssuer’s obligations with respect to such Securities series of Notes under Sections 3.42.2, 3.52.3, 3.62.4, 10.2 2.5, 2.6, 2.7, 2.10 and 10.3, 4.2 hereof; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee Trustee, including without limitation, under Sections 3.5Section 7.7, 3.6, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange ; and (De) the provisions of this Article XIIIVIII. Subject to compliance with this Article XIIIVIII, the Company Issuer may exercise its option under this Section 13.2 8.2 notwithstanding the prior exercise of its option under Section 13.3 with respect 8.3 hereof. In addition, the Issuer and the Guarantors may terminate the obligations under this Indenture when: (1) either: (A) all Notes of a series theretofore authenticated and delivered have been delivered to the Securities Trustee for cancellation, or (B) all such Notes of a series not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds, in accordance with Section 8.4, in an amount sufficient to pay and discharge the entire indebtedness on the Notes of such series, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 13.1 applicable to this Section 13.28.4 hereof, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities all outstanding Notes of such a series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securities outstanding Notes of such series a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities series of Notes and this Indenture insofar as such Securities are concerned (and the Trustee, upon receipt of a Company Order and at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of Outstanding Securities outstanding Notes of such a series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, receive payments in respect of the principal of (and of, premium, if any) , and interest interest, if any, on such Securities series of Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the CompanyIssuer’s obligations with respect to such Securities series of Notes under Sections 3.42.2, 3.52.3, 3.62.4, 10.2 2.5, 2.6, 2.7, 2.10 and 10.3, 4.2 hereof; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee Trustee, including without limitation, under Sections 3.5Section 7.7, 3.6, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange ; and (De) the provisions of this Article XIIIVIII. Subject to compliance with this Article XIIIVIII, the Company Issuer may exercise its option under this Section 13.2 8.2 notwithstanding the prior exercise of its option under Section 13.3 with respect 8.3 hereof. The Issuer and the Guarantors may terminate the obligations under this Indenture when: (1) either: (A) all Notes of a series theretofore authenticated and delivered have been delivered to the Securities Trustee for cancellation, or (B) all such Notes of a series not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds, in accordance with Section 8.4, in an amount sufficient to pay and discharge the entire indebtedness on the Notes of such series, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding outstanding Securities (other than those specified below) and the subordination provisions of such series Article 5 hereof shall cease to be effective, on and after the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding such Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.42.3, 3.52.4, 3.62.5, 10.2 2.6, 2.7, 2.11 and 10.32.12, Article 3 and Article 4, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIII13. Subject to compliance with this Article XIII13, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.13.3

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on any Additional Amounts (if any) in respect of such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.9 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s Issuer's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company Issuer shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 11.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (Bb) the Company’s Issuer's obligations with respect to such Securities under Sections 3.42.10, 3.52.11, 3.62.13, 10.2 3.2 and 10.33.3, (Cc) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.52.11, 3.62.12, 3.72.13, 3.94.3, 4.2, 6.7 5.5 and Section 10.3(e)Article 9, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (Dd) this Article XIIIEleven. Subject to compliance with this Article XIIIEleven, the Company Issuer may exercise its option under this Section 13.2 11.2 notwithstanding the prior exercise of its option under Section 13.3 11.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and the last paragraph of Section 10.3(e)10.3, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below in Section 13.3 are satisfied (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 the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture Indenture, insofar as such Securities are concerned (and the Trustee, upon Company Order and at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderunder this Indenture: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and any premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 6.7, 10.2, and 10.3, and any ancillary obligations, (C) the rights, powers, trusts, duties, immunities, and immunities other provisions in respect of the Trustee under Sections 3.5this Indenture, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series. Following a Defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default. .

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 applicable to this Section 13.2defease the Outstanding Securities of a particular series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the applicable conditions set forth below in Section 13.4 are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance means Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same); provided, except for however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described provided for in Section 13.4 and as more fully set forth in such Section13.4, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.8, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIArticle. Subject to compliance with this Article XIIIArticle, the Company may exercise its option with respect to Defeasance under this Section 13.2 notwithstanding the prior exercise of its option with respect to Covenant Defeasance under Section 13.3 with respect in regard to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 applicable above to this Section 13.2defease the Outstanding Securities of a particular series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the applicable conditions set forth in Section 13.4 below are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance means Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same); provided, except for however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunderunder this Indenture: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described provided for in Section 13.4 and as more fully set forth in such Sectionbelow, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.1, 10.2 and 10.310.8 above, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange this Indenture and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option with respect to Defeasance under this Section 13.2 notwithstanding the prior exercise of its option with respect to Covenant Defeasance under Section 13.3 with respect below in regard to the Securities of such series.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 1301 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its any and all obligations with respect to the Outstanding Securities of such any series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such Securities series and this Indenture insofar as the Securities of such Securities series are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding the Securities of such series to receive, solely from the trust fund described in Section 13.4 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) any premium and interest on the Securities of such Securities series when such payments are due, (B2) the Company’s 's obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 10.2 1002, 1003 and 10.31004, (C3) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5hereunder and the Company's obligation to the Trustee hereunder (including, 3.6, 3.7, 3.9, 4.2, 6.7 and but not limited to Section 10.3(e607), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D4) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 1302 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series1303.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (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 the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture Indenture, insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderunder this Indenture: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and any premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 6.7, 10.2, and 10.3, and such ancillary obligations, (C) the rights, powers, trusts, duties, immunities, and immunities other provisions in respect of the Trustee under Sections 3.5this Indenture, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. MIL Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series. Following a Defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the 80 72 1302,1303 following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 10.2 1002 and 10.31003, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such seriesSECTION 1303.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture Indenture, insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the its option set forth in Section 13.1 applicable (if any) to have this Section 13.2applied to any Securities, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding such Securities of such series as provided in this Section on and after the date the conditions set forth below in Section 13.3 are satisfied (hereinafter, “defeasance”hereinafter called "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 such Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding such Securities of such series to receive, solely from the trust fund described in Section 13.4 13.3 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B2) the Company’s 's obligations with respect to such Securities under Sections Section 3.4, Section 3.5, Section 3.6, Section 10.2 and Section 10.3, (C3) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D4) this Article XIIIArticle. Subject to compliance with this Article XIIIArticle, the Company may exercise its option under (if any) to have this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect applied to the Securities of such seriesany Securities.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 14.1 applicable to this Section 13.214.2 with respect to the Securities of any series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series (other than those specified in the next sentence) on the date the applicable conditions set forth below are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding such Securities of such series to receive, solely from the trust fund described in Section 13.4 14.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 6.2 and 10.36.26 and with respect to the Trustee under Section 9.7, (C) the rights, powers, trusts, duties, duties and immunities of 108 Draft - January 14, 2004 Exhibit C the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIXIV. Subject to compliance with the applicable conditions under this Article XIIIXIV, the Company may exercise its option under this Section 13.2 14.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series14.3.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 12.01 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), ) except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding such Securities of such series to receive, solely from the trust fund described in Section 13.4 12.04 and as more fully set forth in such Section, payments in respect ----- of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 10.02 and 10.310.03, (C) the rights, ---- ---- ---- ----- ----- powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIII12. Subject to compliance with this Article XIII12, the Company may exercise -- -- its option under this Section 13.2 12.02 notwithstanding the prior exercise of its ----- option under Section 13.3 with respect to the Securities of such series12.03. ----- Section 12.03.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange any Authenticating Agent hereunder and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 applicable 14.1 to this Section 13.2defease the Outstanding Securities of a particular series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the applicable conditions set forth below in Section 14.4 are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same); provided, except for however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described provided for in Section 13.4 and as more fully set forth in such Section14.4, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 11.2 and 10.311.9, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIArticle. Subject to compliance with this Article XIIIArticle, the Company may exercise its option with respect to Defeasance under this Section 13.2 14.2 notwithstanding the prior exercise of its option with respect to Covenant Defeasance under Section 13.3 with respect 14.3 in regard to the Securities of such series.

Defeasance and Discharge. Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Sectiontherein, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e10.3 (e) (and the Company’s obligations associated therewith), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to the Outstanding outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding outstanding Securities of such series and the Company and the Guarantors shall be deemed to have satisfied all its other their respective obligations under such the Securities and the Guarantees and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 8.04 and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any) , and interest on such outstanding Securities when such payments are due, ; (Bb) the Company’s obligations of the Company and the Guarantors with respect to such Securities under Sections 3.42.07, 3.52.08, 3.6, 10.2 4.02 and 10.3, 7.07; (Cc) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.hereunder; and

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 1101 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such the relevant series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such the relevant 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (A) the rights of Holders of Outstanding Securities of such the relevant series to receive, solely from the trust fund described in Section 13.4 1104 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities of such series when such payments are due, , (B) the Company’s 's obligations with respect to such Securities of such series under Sections 3.4304, 3.5305, 3.6306, 10.2 1002 and 10.3, 1003, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee with respect to authenticate Securities of such series issued on registration of transfer or exchange and hereunder, and (D) this Article XIIIEleven. Subject to compliance with this Article XIIIEleven, the Company may exercise its option under this Section 13.2 1102 with respect to such Securities notwithstanding the prior exercise of its option under Section 13.3 1103 with respect to the Securities of such seriesSecurities.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 request and expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 14.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2with respect to Securities of any series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, receive solely from the trust fund described in Section 13.4 1604 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 10.2 1002 and 10.31003, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIFifteen. Subject to compliance with this Article XIIIFifteen, the Company may exercise its option under this Section 13.2 1602 with respect to Securities of any series notwithstanding the prior exercise of its option under Section 13.3 1603 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest interest, if any, on and Additional Amounts, if any, with respect to, such Securities when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 6.07, 10.02, 10.03 and 10.3, 10.06 (Cbut only to the extent that any Additional Amounts payable exceed the amount deposited in respect of such Additional Amounts pursuant to Section 13.04(a) below); (c) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.hereunder; and

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 applicable above to this Section 13.2defease the Outstanding Securities of a particular series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the applicable conditions set forth in Section 13.4 below are satisfied (hereinafterin this Indenture, “defeasance”"Defeasance"). For this purpose, such defeasance means Defeasance shall mean that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same); provided, except for however, that the following which rights, obligations, powers, trusts, duties and immunities shall survive until otherwise terminated or discharged hereunderunder this Indenture: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described provided for in Section 13.4 and as more fully set forth in such Sectionbelow, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.1, 10.2 and 10.310.8 above, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange this Indenture and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option with respect to Defeasance under this Section 13.2 notwithstanding the prior exercise of its option with respect to Covenant Defeasance under Section 13.3 with respect below in regard to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest interest, if any, on and Additional Amounts, if any, with respect to, such Securities when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 6.7, 10.2, 10.3 and 10.3, 10.6 (Cbut only to the extent that any Additional Amounts payable exceed the amount deposited in respect of such Additional Amounts pursuant to Section 13.4(a) below); (c) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and hereunder; and (Dd) this Article XIII13. Subject to compliance with this Article XIII13, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”"Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture Indenture, insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5hereunder, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.may

Defeasance and Discharge. Upon the Company’s exercise of the its option set forth in Section 13.1 applicable to have this Section 13.2applied to the Outstanding Securities (as a whole and not in part), the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding such Securities of such series as provided in this Section on and after the date the conditions set forth below in Section 12.04 are satisfied (hereinafter, hereinafter called “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by the Outstanding such Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for subject to the following which shall survive until otherwise terminated or discharged hereunder: (A1) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 12.04 and as more fully set forth in such Section, payments in respect of the principal of (and of, premium, if any) , and interest on such Securities when such payments are due, (B2) the Company’s obligations with respect to such Securities under Sections 3.4Section 3.04, 3.5Section 3.05, 3.6Section 3.06, 10.2 Section 10.02 and 10.3Section 10.03, (C3) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D4) this Article XIIIArticle. Subject to compliance with this Article XIIIArticle, the Company may exercise its option under to have this Section 13.2 applied to the Outstanding Securities (as a whole and not in part) notwithstanding the prior exercise of its option under to have Section 13.3 with respect 12.03 applied to the Securities of such seriesSecurities.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below in Section 13.3 are satisfied (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 the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture Indenture, insofar as such Securities are concerned (and the Trustee, upon Company Order and at the expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderunder this Indenture: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and any premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 6.7, 10.2, and 10.3, and any ancillary obligations, (C) the rights, powers, trusts, duties, immunities, indemnities, and immunities other provisions in respect of the Trustee under Sections 3.5this Indenture, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series. Following a Defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

Defeasance and Discharge. Upon the Company’s exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 request and expense and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunderthereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and 14.4 as more fully set forth in such Section, payments in respect of the principal of (and premiumpremium and interest, if any, on) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.310.3 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and immunities other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIFourteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 14.2 notwithstanding the prior exercise of its option under Section 13.3 14.3 with respect to the Securities of such series. Monies held in trust pursuant to this Section 14.2 shall not be subject to Article Fifteen.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to the Outstanding Securities Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities Notes of such series 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities Notes of such series to receive, solely from the trust fund described in Section 13.4 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premiuminterest on and Additional Amounts, if any) and interest on , with respect to, such Securities Notes when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities Notes under Sections 3.43.04, 3.53.05, 3.63.07, 10.2 6.07, 10.02, 10.03 and 10.3, 10.06 (Cbut only to the extent that any Additional Amounts payable 55 exceed the amount deposited in respect of such Additional Amounts pursuant to Section 13.04(a) below); (c) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and hereunder; and (Dd) this Article XIIIThirteen. Subject to compliance with this Article XIIIThirteen, the Company may exercise its option under this Section 13.2 13.02 notwithstanding the prior exercise of its option under Section 13.3 13.03 with respect to the Securities Notes of such series.

Defeasance and Discharge. Upon the CompanyIssuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 13.1 applicable to this Section 13.28.4 hereof, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities all outstanding Notes of such a series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Debt represented by the Outstanding Securities outstanding Notes of such series a series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Securities series of Notes and this Indenture insofar as such Securities are concerned (and the Trustee, upon receipt of a Company Order and at the expense and request of the CompanyIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of Outstanding Securities outstanding Notes of such a series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, receive payments in respect of the principal of (and of, premium, if any) , and interest interest, if any, on such Securities series of Notes when such payments are due, due from the trust referred to in Section 8.4(l); (Bb) the CompanyIssuer’s obligations with respect to such Securities series of Notes under Sections 3.42.2, 3.52.3, 3.62.4, 10.2 2.5, 2.6, 2.7, 2.10 and 10.3, 4.2 hereof; (Cc) the rights, powers, trusts, duties, benefits and immunities of the Trustee Trustee, including without limitation, under Sections 3.5Section 7.7, 3.6, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange ; and (De) the provisions of this Article XIIIVIII. Subject to compliance with this Article XIIIVIII, the Company Issuer may exercise its option under this Section 13.2 8.2 notwithstanding the prior exercise of its option under Section 13.3 with respect 8.3 hereof. The Issuer and the Guarantors may terminate the obligations under this Indenture when: (1) either: (A) all Notes of a series theretofore authenticated and delivered have been delivered to the Securities Trustee for cancellation, or (B) all such Notes of a series not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds and/or U.S. government obligations, in accordance with Section 8.4, in an amount sufficient to pay and discharge the entire indebtedness on the Notes of such series, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with.

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to the Outstanding Securities Notes of such series on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities Notes of such series 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities Notes of such series to receive, solely from the trust fund described in Section 13.4 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premiuminterest on and Additional Amounts, if any) and interest on , with respect to, such Securities Notes when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities Notes under Sections 3.43.04, 3.53.05, 3.63.07, 10.2 6.07, 10.02, 10.03 and 10.3, 10.06 (Cbut only to the extent that any Additional Amounts payable exceed the amount deposited in respect of such Additional Amounts pursuant to Section 13.04(a) below); (c) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series.hereunder; and

Defeasance and Discharge. Upon the Company’s 's exercise of the above option set forth in Section 13.1 applicable to this Section 13.2Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: : (Aa) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 13.04 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest interest, if any, on and Additional Amounts, if any, with respect to, such Securities when such payments are due, ; (Bb) the Company’s 's obligations with respect to such Securities under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 6.07, 10.02, 10.03 and 10.3, 10.06 (Cbut only to the extent that any Additional Amounts payable exceed the amount deposited in respect of such Additional Amounts pursuant to Section 13.04(a) below); (c) the rights, powers, trusts, duties, duties and immunities and other provisions in respect of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and hereunder; and (Dd) this Article XIII13. Subject to compliance with this Article XIII13, the Company may exercise its option under this Section 13.2 13.02 notwithstanding the prior exercise of its option under Section 13.3 13.03 with respect to the Securities of such series.

Defeasance and Discharge. Upon the Company’s 's exercise of the option set forth provided in Section 13.1 14.1 applicable to this Section 13.214.2 with respect to the Securities of any series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series (other than those specified in the next sentence) on the date the applicable conditions set forth below are satisfied (hereinafter, “"legal defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such 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 and request of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding such Securities of such series to receive, solely from the trust fund described in Section 13.4 14.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 6.2 and 10.36.26 and with respect to the Trustee under Section 9.7, (C) the rights, powers, trusts, duties, duties and immunities of the Trustee under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange hereunder and (D) this Article XIIIXIV. Subject to compliance with the applicable conditions under this Article XIIIXIV, the Company may exercise its option under this Section 13.2 14.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series14.3.

Defeasance and Discharge. Upon the Company’s 's exercise under Section 4.01 of the option set forth in Section 13.1 applicable to this Section 13.24.02, the Company and each Guarantor shall be deemed to have been discharged from its their obligations with respect to the Outstanding Defeased Securities of such series and the related Security Guarantees on the date the conditions set forth below are satisfied (hereinafter, “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of such series Section 4.05 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 and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and request of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following following, which shall survive until otherwise terminated or discharged hereunder: (Aa) the rights of Holders of Outstanding Defeased Securities of such series to receive, solely from the trust fund described in Section 13.4 4.04 and as more fully set forth in such SectionSection 4.04, payments in respect of the principal of (and of, premium, if any) , and interest on such Defeased Securities when such payments are due, (Bb) the Company’s 's obligations with respect to such Defeased Securities under Sections 3.43.04, 3.53.05, 3.63.06, 10.2 10.02 and 10.310.03, (Cc) the rights, powers, trusts, duties, duties and immunities of the Trustee hereunder, including, without limitation, the Trustee's rights under Sections 3.5, 3.6, 3.7, 3.9, 4.2, 6.7 and Section 10.3(e)6.07, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (Dd) this Article XIIIFour. Subject to compliance with this Article XIIIFour, the Company may exercise its option under this Section 13.2 4.02 notwithstanding the prior exercise of its option under Section 13.3 4.03 with respect to the Securities of such seriesSecurities.