Common use of Defeasance Clause in Contracts

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and each other Note Party) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified belowincluding the Securities Guarantees) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto (including the Securities Guarantees) which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities, the Securities and any coupons appertaining thereto Guarantees and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 13.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon Notwithstanding anything to the Company’s exercise of the contrary in this Agreement or any Supplement: (a) The Transferors may at their option specified in Section 4.3 applicable to this Section be discharged from their obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below“Defeased Series”) on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter a “defeasanceDefeasance”) but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company’s Transferors’ obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors’ or any Affiliate of the Transferors’ funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term “Tax Opinion” (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an “investment company” within the meaning of the Investment Company Act and (B) if the Transferors’ long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Moody’s, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); (iv) the Transferors shall have delivered to the Trustee an Officer’s Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of Defaultsuch written notice to the Servicer and the Trustee.

Defeasance. Upon Provided that the Company’s exercise of the option specified in Section 4.3 applicable to this Section same has been duly authorized with respect to the Securities of a seriesparticular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company shall be deemed to have been discharged from its obligations deposit with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth Trustee, in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only trust for the purposes benefit of Section 4.7 and the other Sections of this Indenture referred Holders thereof, (i) funds sufficient to in clause pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of this Sectionany reinvestment thereof, and be sufficient to have satisfied pay all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of sums due for the principal of (and premium, if any, ) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and any coupons appertaining thereto when such payments are due; 11.02, (ii) rights of Holders to receive payments of the Company’s principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and of Holders as beneficiaries hereof with respect to the payment amounts so deposited with the Trustee, (iii) rights of Additional Amountsconversion of any Security, if any, payable with respect to such Securities as specified the terms of which provide for conversion (which shall continue in full force and effect pursuant to Section 3.1(b)(18the terms set forth in Article Sixteen to the extent provided for in such terms); , and (iiiiv) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and (iv) this Article 4. Subject the Trustee, on the written request of the Company, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding such instruments as shall be requisite to evidence the prior exercise of its option under Section 4.5 satisfaction thereof with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultseries.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and any applicable Guarantors) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 12.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable its option, if any, to have this Section with respect 1302 applied to the any Securities or any series of a seriesSecurities, or if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from its their respective obligations with respect to such Securities and any coupons appertaining thereto (except related Guarantees as specified below) provided in this Section 1302 on and after the date the conditions set forth in Section 4.6 1304 are satisfied (hereinafter called “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, Guarantees and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto Guarantees and this Indenture insofar as such Securities and any coupons appertaining thereto Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall on Company Order execute proper such instruments acknowledging the same), except subject to the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds fund described in Section 4.6(a) 1304 and as more fully set forth in such Section and in Section 4.71305, payments in respect of the principal of and premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable Guarantors’ obligations with respect to such Securities as specified pursuant to Section 3.1(b)(18); Guarantees under Sections 304, 305, 306, 1002 and 1003, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the obligations of the Company and the Guarantors in respect thereof and (iv4) this Article 4XIII. Subject to compliance with this Article 4XIII, the Company or the Guarantors may exercise its option under their option, if any, to have this Section 1302 applied to the Securities of any series and the related Guarantees notwithstanding the prior exercise of its option under option, if any, to have Section 4.5 with respect 1303 applied to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultGuarantees.

Defeasance. Upon the CompanyCorporation’s exercise under Section 8.1 hereof of the option specified in Section 4.3 applicable to this Section with respect 8.2, the Corporation shall, subject to the Securities satisfaction of a seriesthe conditions set forth in Section 8.4 hereof, the Company shall be deemed to have been discharged from its the obligations thereof with respect to all outstanding Securities of such Securities and any coupons appertaining thereto (except as specified below) Series on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter hereinafter, “defeasance”). For this purpose, such defeasance means that the Company Corporation shall be deemed to have paid and discharged the entire indebtedness Debt represented by such the outstanding Securities and any coupons appertaining thereto of the applicable Series, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 4.7 8.5 hereof and the other Sections of this Indenture referred to in clause (iia) of this Sectionand (b) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the CompanyCorporation, shall on Company Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ia) the rights of Holders of outstanding Securities of such Securities and any coupons appertaining thereto Series to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are duedue from the trust referred to in Section 8.4(1); (iib) the CompanyCorporation’s obligations with respect to such Securities under Sections 3.42.2, 3.52.4, 3.62.5, 9.2 2.6, 2.7, 2.8, 2.9 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.11 hereof; (iiic) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Corporation’s obligations in connection therewith; (d) the Corporation’s rights pursuant to Article 3; and (ive) the provisions of this Article 48. Subject to compliance with this Article 48, the Company Corporation may exercise its option under this Section 8.2 with respect to any Series of Securities notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Defeasance. (a) The Company may, at its option by Board Resolution, at any time, with respect to the Debt Securities of any series, elect to have either Section 8.01(b) or Section 8.01(c) be applied to the outstanding Debt Securities of any series upon compliance with the conditions set forth in Section 8.01(d). (b) Upon the Company’s 's exercise under Section 8.01(a) of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series8.01(b), the Company shall be deemed to have been released and discharged from its obligations with respect to such the outstanding Debt Securities and of any coupons appertaining thereto (except as specified below) series on the date the conditions set forth below in Section 4.6 8.01(d) are satisfied (hereinafter “defeasance”hereinafter, "Defeasance"). For this purpose, such defeasance Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Debt Securities of such Securities and any coupons appertaining thereto series, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 4.7 8.05 and the other Sections of and matters under this Indenture referred to in clause (i) and (ii) of this Sectionbelow, and to have satisfied all its other obligations under the Debt Securities of such Securities and any coupons appertaining thereto series and this Indenture insofar as the Debt Securities of such Securities and any coupons appertaining thereto series are concerned (and the Trustee, at the expense of the Company, shall on Company Order promptly execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of Debt Securities of such Securities and any coupons appertaining thereto series to receive, receive solely from the trust funds fund described in Section 4.6(a8.01(d) below and as more fully set forth in such Section and in Section 4.78.01(d), payments in respect of the principal of premium, if any, and interest, if any, interest on the Debt Securities of such Securities and any coupons appertaining thereto series when such payments are due; , (ii) the Company’s 's obligations with respect to such Securities under Sections 3.42.06, 3.52.07, 3.62.15, 9.2 2.16 and 9.3 2.18, 4.02, 4.03, 7.07 and this Section 8.01 (for purposes of applying Section 4.03, if the Trustee is required by law to withhold or deduct any amount for or on account of Argentine withholding taxes from payment made from any trust fund described in Section 8.02(d)(1) under or with respect to the Debt Securities of such series, such payment of Additional Amountsshall be made by the Company and the Company shall be deemed to have been so required to withhold or deduct), if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rightsobligations listed in Section 8.03, powers, trusts, duties and immunities of the Trustee hereunder and (iv) the Company's right of redemption pursuant to Section 3.01; provided that the change or amendment referred to therein occurs after the Defeasance is exercised by the Company in accordance with this Section 8.01, in which case the Company may redeem the Debt Securities of such series in accordance with Section 3.01 by complying with Article 43 and depositing with the Trustee in accordance with Section 3.05, an amount of money sufficient, together with all amounts held in trust pursuant to Section 8.01(d) (1) to pay the Redemption Price of all the Debt Securities of such series to be redeemed. Subject to compliance with this Article 4Section 8.01, the Company may exercise its option under this Section 9.01(b) notwithstanding the prior exercise of its option under Section 4.5 9.01(c) below with respect to such the Debt Securities and any coupons appertaining thereto. Following a defeasance, payment of such series. (c) Upon the Company's exercise under Section 8.01(a) of the option applicable to this Section 8.01(c), the Company shall be released and discharged from its obligations under any covenant contained in Article 5 and in Sections 4.04 through 4.20 with respect to the outstanding Debt Securities of such series on and after the date the conditions set forth below in Section 8.01(d) are satisfied (hereinafter, "Covenant Defeasance"), and the Debt Securities of such series shall thereafter be deemed to be not "outstanding" for the purpose of any direction, waiver, consent or declaration or act of Holders of Debt Securities of such series (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Debt Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not be accelerated because of constitute a Default or an Event of DefaultDefault under Section 6.01(c) in respect of the Debt Securities of such series, nor shall any event referred to in Section 6.01(d) or Section 6.01(e) thereafter constitute a Default or an Event of Default in respect of the Debt Securities of such series but, except as specified above, the remainder of this Indenture and the Debt Securities of such series shall be unaffected thereby. (d) The following shall be the conditions to application of either Section 8.01(b) or Section 8.01(c) to the outstanding Debt Securities of any series: (1) The Company shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, United States Legal Tender or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged ("United States Government Obligations") maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of the reinvestment of such interest and after payment by the Company to the appropriate governmental authority of all Argentine federal and local taxes and United States federal, state and local taxes, if any, or other charges or assessments in respect thereof payable by the Trustee, in the opinion of the chief financial officer of the Company expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, to pay the principal of, premium, if any, and interest on the outstanding Debt Securities of such series on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Debt Securities; (2) such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; (3) no Default or Event of Default in respect of the Debt Securities of such series (i) shall have occurred or be continuing on the date of such deposit or (ii) shall occur on or before the 91st calendar day after the date of such deposit; (4) the Company is not an "insolvent person" within the meaning of Argentine Bankruptcy Law on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be satisfied until the expiration of such period); (5) such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other instrument or agreement to which the Company is a party or by which it or its property is bound; (6) the Company shall deliver to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to United States federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (7) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act; (8) the Company shall deliver to the Trustee an Opinion of Counsel to the effect that Holders of the Debt Securities of such series shall have a perfected security interest under applicable law in United States Legal Tender or United States Government Obligations deposited pursuant to clause (1) above; (9) the Company shall have delivered to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that, after the passage of 90 days following the deposit, the trust funds will not be subject to any claims of the Company or the creditors, or any receiver, liquidator, trustee in bankruptcy or other Person exercising similar rights or powers under any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; and (10) the Company has delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the Defeasance or Covenant Defeasance, as applicable, contemplated by this Section 8.01 have been complied with; provided that no deposit under clause (1) above with respect to a defeasance pursuant to Section 8.01(b) shall be effective to terminate the obligations of the Company under the Debt Securities of such series or this Indenture with respect to the Debt Securities of such series prior to 90 days following any such deposit. (e) In the event all or any portion of the Debt Securities of any series are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company. In connection with the issuance of Debt Securities the proceeds of which will be used to redeem all the Debt Securities of such series then outstanding, none of Sections 4.04, 4.06 or 4.09 shall be violated by the issuance of the Debt Securities of such series to the extent the Company complies with all of the provisions of this Section 8.01(d) other than Section 9.01(d)(2).

Defeasance. Upon the Company’s 's exercise of the above option specified in Section 4.3 applicable to this Section 1402 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 1404 are satisfied (hereinafter “hereinafter, "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 4.7 1405 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 1404 and as more fully set forth in such Section and in Section 4.71405, payments in respect of the principal of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s 's obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 9.2 1002 and 9.3 1003 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 1010, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under Section 4.5 1403 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon the Company’s 's exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon the Company’s 's exercise of the its option specified in Section 4.3 applicable to have this Section with respect 6.02 applied to the Securities of a seriesany IQ Notes, the Company shall be deemed to have been discharged from its obligations with respect to such Securities IQ Notes as provided in this Article Six on and any coupons appertaining thereto (except as specified below) on after the date the conditions set forth in Section 4.6 6.04 hereof are satisfied (hereinafter “defeasance”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 such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, IQ Notes and to have satisfied all its other obligations under such Securities IQ Notes and any coupons appertaining thereto and this Indenture the Indenture, insofar as such Securities and any coupons appertaining thereto IQ Notes are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except subject to the following following, which shall survive until otherwise terminated or discharged hereunder: (ia) the rights of Holders of such Securities and any coupons appertaining thereto IQ Notes to receive, solely from the trust funds fund described in Section 4.6(a) 6.04 hereof and as more fully set forth in such Section and in Section 4.7section, payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto IQ Notes when such payments are due; , (iib) the Company’s 's obligations with respect to such Securities IQ Notes under Sections 3.4304, 3.5305, 3.6306, 9.2 1002 and 9.3 and with respect to 1003 of the payment of Additional AmountsOriginal Indenture, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iiic) the rights, powers, trusts, duties and immunities of the Trustee hereunder under the Indenture and (ivd) this Article 4Six. Subject to compliance with this Article 4, Six the Company may exercise its option under to have this Section 6.02 applied to any IQ Notes notwithstanding the prior exercise of its option under to have Section 4.5 with respect 6.03 hereof applied to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultIQ Notes.

Defeasance. Upon (a) Subject to Sections 16.1(b) and 16.2, the Company’s exercise Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the Collateral Documents (a "Legal Defeasance") or (ii) any of its covenants, other than its obligation to make payments on the option specified in Bonds pursuant to Section 4.3 applicable to this Section with 2.10 (a "Covenant Defeasance"). With respect to the Securities of a seriesany Covenant Defeasance, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Sectionthe preceding sentence, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and the remainder of this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the CompanyBonds, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4be unaffected thereby. Subject to compliance with this Article 4, the Company The Issuer may exercise its option under this Section a Legal Defeasance notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoa Covenant Defeasance. Following If the Issuer exercises a defeasanceLegal Defeasance, payment of such Securities the Bonds may not be accelerated because of due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Issuer, (y) shall execute documents and deliver such instruments in writing as shall be required to reconvey, release, assign and deliver to the Issuer any and all of the Trustee's interest in the Collateral, the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture, except amounts in the funds required to be paid to the Issuer under this Indenture, and (z) shall turn over to the Issuer or to any such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth hereinabove, whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or Section or to any other provision herein or in any other document. (b) Notwithstanding Section 16.1(a) above, the obligations of the Issuer pursuant to Sections 2.8, 2.9, Section 2.10 and 11.5 shall survive until the Bonds have been paid in full. Thereafter, the obligations of the Issuer pursuant to Section 11.5 shall survive.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section 1402 with respect to the any Securities of or within a series, the Company shall will be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall will be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto Outstanding Securities, which shall will thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 1405 and the other Sections of this Indenture referred to in clause (iiA) of this Sectionand (B) below, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following following, which shall will survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund described in Section 4.6(a) 1404 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of (and premium, if any, ) and interest, if any, interest on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 9.2 1002 and 9.3 and with respect to the payment of Additional Amounts1003 Securities, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iiiC) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (ivD) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under Section 4.5 1403 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultSecurities.

Defeasance. Upon the Company’s 's exercise of the above option specified in Section 4.3 applicable to this Section 14.2 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 14.4 are satisfied (hereinafter “hereinafter, "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 4.7 14.5 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 14.4 and as more fully set forth in such Section and in Section 4.714.5, payments in respect of the principal of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 10.2 and 9.3 10.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 10.7, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 4.5 14.3 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon the Company’s exercise (a) The Issuers may, at their option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section their obligations discharged with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of outstanding Notes issued under this Indenture referred to in clause (ii“Legal Defeasance”) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, if any, and interest, if any, or interest or premium on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the Company’s Issuers’ obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuers’ obligations in connection therewith; and (iv) this Section 8.02(a). (b) The Issuers may, at their option and at any time, elect to have their obligations released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and the operation of Article 4. Subject 5 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to compliance with this Article 4, Significant Subsidiaries of the Company only), 6.01(g) (with respect to Significant Subsidiaries of the Company only) and 6.01(h) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. The Issuers may exercise its their Legal Defeasance option under this Section notwithstanding the their prior exercise of its option their Covenant Defeasance option. In the event the Issuers terminate all of their obligations under Section 4.5 the Notes and this Indenture (with respect to the Notes) by exercising their Legal Defeasance option or their Covenant Defeasance option, the obligations of each Guarantor under its Guarantee of the Notes shall be terminated simultaneously with the termination of such Securities and any coupons appertaining theretoobligations. Following a defeasanceIf the Issuers exercise their Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Company only) and 6.01(g) (with respect to Significant Subsidiaries of the Company only) or because of the failure of the Issuers to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s 's exercise of the above option specified in Section 4.3 applicable to this Section 14.2 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 14.4 are satisfied (hereinafter “hereinafter, "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 4.7 14.5 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 14.4 and as more fully set forth in such Section and in Section 4.714.5, payments in respect of the principal of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 10.2 and 9.3 10.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 10.10, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 4.5 14.3 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon the CompanyIssuer’s exercise under Section 8.1 hereof of the option specified in Section 4.3 applicable to this Section with respect 8.2, the Issuer and each Guarantor, if any, shall, subject to the Securities satisfaction of a seriesthe conditions set forth in Section 8.4 hereof, the Company shall be deemed to have been discharged from its respective obligations with respect to such Securities all outstanding Notes and any coupons appertaining thereto (except as specified below) Note Guarantees on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter 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 such Securities and any coupons appertaining thereto the outstanding Notes, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 4.7 8.5 hereof and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and Notes and, to the extent related to such Notes, this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall on Company Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: : (i1) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to in Section 8.4(l) hereof; (ii2) the CompanyIssuer’s obligations with respect to such Securities the Notes under Sections 3.4Article II concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 Section 3.7 concerning the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; (iv4) the Issuer’s rights under the optional redemption provisions of the Notes; and (5) the provisions of this Article 4VI with respect to defeasance. Subject to compliance with this Article 4Section 8.2, the Company Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3.

Defeasance. Upon the Company’s 's exercise of the option specified in Section 4.3 12.2 applicable to this Section with respect to the Securities of a seriesDebentures, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Debentures (except as specified below) on the date the conditions set forth in Section 4.6 12.5 are satisfied (hereinafter “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities Debentures and any coupons appertaining thereto interest thereon which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 4.7 12.8 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto Debentures and this Indenture insofar as such Securities and any coupons appertaining thereto Debentures are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities Debentures and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a12.5(a) and as more fully set forth in such Section and in Section 4.712.8, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Debentures when such payments are due; (ii) the Company’s 's obligations with respect to such Securities Debentures under Sections 3.42.5, 3.52.6, 3.64.1, 9.2 4.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)7.6; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4XII. Subject to compliance with this Article 4XII, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 12.4 with respect to such Securities and any coupons appertaining theretoDebentures. Following a defeasance, payment of such Securities Debentures may not be accelerated because of an Event of Default.

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interestinterest or additional amounts, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Sixth Supplemental Indenture and the operation of Article 4Five of this Sixth Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Sixth Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon Provided that the Company’s exercise of the option specified in Section 4.3 applicable to this Section same has been duly authorized with respect to the Securities of a seriesparticular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company Issuer shall be deemed to have been discharged from its obligations deposit with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth Trustee, in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only trust for the purposes benefit of Section 4.7 and the other Sections of this Indenture referred Holders thereof, (i) funds sufficient to in clause pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of this Sectionany reinvestment thereof, and be sufficient to have satisfied pay all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of sums due for the principal of (and premium, if any, ) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Issuer's or a Guarantor's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and any coupons appertaining thereto when such payments are due; 11.02, (ii) rights of Holders to receive payments of the Company’s principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and of Holders as beneficiaries hereof with respect to the payment of Additional Amountsamounts so deposited with the Trustee, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); and (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and (iv) this Article 4. Subject the Trustee, on the written request of the Issuer or a Guarantor, accompanied by the Officer's Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding Issuer or a Guarantor such instruments as shall be requisite to evidence the prior exercise of its option under Section 4.5 satisfaction thereof with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultseries.

Defeasance. Upon The Corporation may, at its option and at any time, upon delivery to the Company’s exercise Trustee of a Certified Resolution authorizing such action, terminate the obligations (subject to the exceptions set forth below) of the option specified in Section 4.3 applicable to this Section Corporation with respect to all outstanding Debt Securities and any coupons appertaining thereto and any Debt Securities Guarantee which may have been given in respect of any series of outstanding Debt Securities and the Securities of a series, the Company Corporation shall be deemed to have been discharged from its obligations with respect to such the outstanding Debt Securities and any coupons appertaining thereto (except as specified below) thereto, and any such Debt Securities Guarantee shall terminate, on the date the conditions set forth in Section 4.6 13.3 are satisfied (hereinafter “"defeasance”"). For this purpose, such defeasance means that the Company Corporation shall be deemed to have paid and discharged the entire indebtedness represented by such all then outstanding Debt Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be “Outstanding” "outstanding" only for the purposes of Section 4.7 and the other Sections provisions of this Indenture referred to in clause clauses (ii1) of this Sectionthrough (4) below, and to have satisfied all of its other obligations under such Debt Securities and any coupons appertaining thereto and this Indenture insofar as such Debt Securities and any coupons appertaining thereto are concerned and also means that any such Debt Securities Guarantee which may have been given in respect of the outstanding Debt Securities shall be terminated (and the Trustee, at the expense of the CompanyCorporation, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders holders of such outstanding Debt Securities and any coupons appertaining thereto to receive, solely from the trust funds fund described in Section 4.6(a) 13.3 and as more fully set forth in such Section and in Section 4.713.4, payments in respect of the principal of (and premium, if any, ) and interest, if any, on on, and Additional Amounts, if any, payable with respect to, such Debt Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s obligations with obligation of the Corporation to pay Additional Amounts in respect to such of the Debt Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); 8.1, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) the provisions of Sections 1.5, 1.6, 2.7, 2.8, 2.14, 5.1(i), 7.4, 7.5, 8.3 and 11.4 and of this Article 413. Subject to compliance with this Article 413, the Company Corporation may exercise its option under this Section 13.1 notwithstanding the prior exercise of its option under Section 4.5 13.2 with respect to such Debt Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon Notwithstanding anything to the Company’s exercise of the contrary in this Agreement or any Supplement: (a) The Transferors may at their option specified in Section 4.3 applicable to this Section be discharged from their obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below"Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter “defeasance”a "Defeasance") but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company’s Transferors' obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Moody's, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 100 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of Default.such written notice to the Servicer and the Trustee. [END OF ARTICLE XII]

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, or interest or premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Sixteenth Supplemental Indenture and the operation of Article 4Five of this Sixteenth Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Sixteenth Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified beloweach, a "Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 11.04(c) are satisfied (hereinafter “defeasance”a "Defeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 11.04(c), payments in respect of the interest on and principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the Company’s Issuer's obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section and Section 12.16. (b) Subject to compliance with this Article 4subsection 11.04(c), the Company may exercise Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Section notwithstanding Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its option under right pursuant to this Section 4.5 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following a defeasancetermination of obligations, payment and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Amortization Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Amortization Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of Default.such written notice to the Servicer and the Indenture Trustee. [END OF ARTICLE XI]

Defeasance. Upon (a) The Issuer may, at its option and at any time, elect to have the Company’s exercise obligations of the option specified in Section 4.3 applicable to this Section Issuer discharged with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Notes (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasanceLegal Defeasance”). For this purpose, such defeasance means Such Legal Defeasance shall mean that the Company Issuer shall be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)Notes, except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of the Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, interest and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable on the Notes when such payments are due; (ii) the Issuer’s obligations with respect to such Securities as specified pursuant to Section 3.1(b)(18); the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments; (iii) the rights, powers, truststrust, duties and immunities of the Trustee hereunder Trustee, as set forth in this Indenture, and the Issuer’s and Guarantors’ obligations in connection therewith; and (iv) the Legal Defeasance provisions of this Article 4. Subject to compliance with this Article 4Indenture. (b) In addition, the Company may exercise Issuer may, at its option under this Section notwithstanding and at any time, elect to have the prior exercise obligations of its option under Section 4.5 the Issuer released with respect to Sections 4.1(a), 4.1(b), 4.1(c), 4.1(d), 4.1(e), 4.1(f), 4.1(g), 4.1(h), 4.1(l)(i), 4.1(l)(ii), 4.1(l)(iv), and 4.1(n), Section 4.3 and Section 4.4 (“Covenant Defeasance”) and thereafter the failure by the Issuer or any Restricted Subsidiary to comply with such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may obligations shall not be accelerated because of constitute an Event of DefaultDefault with respect to the Notes. For this purpose, such Covenant Defeasance means that, with respect to all outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such provision or by reason of any reference in any such provision to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 5.1 hereof, but, except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. (c) In order to exercise either Legal Defeasance or Covenant Defeasance: (i) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts and at such times as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; (ii) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee, confirming that: (1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (2) since the date of this Indenture, there has been a change in the applicable United States federal income tax law; in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

Defeasance. Upon (a) The Issuer may, at its option and at any time, elect to have all of its obligations and the Company’s exercise obligations of the option specified in Section 4.3 applicable to this Section Subsidiary Guarantors discharged with respect to the Securities of a seriesoutstanding Notes issued under this Indenture, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 Guarantees and the other Sections of this Indenture referred to in clause Security Documents (ii“Legal Defeasance”) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, if any, or interest or premium and interestAdditional Interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Article 4Section 8.02. (b) The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 and clause (iv) of Section 5.01 of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option Covenant Defeasance option. In the event the Issuer terminates all of its obligations under Section 4.5 the Notes and this Indenture (with respect to such Securities and any coupons appertaining theretoNotes) by exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interestinterest or additional amounts, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Seventh Supplemental Indenture and the operation of Article 4Five of this Seventh Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Seventh Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon the CompanyIssuer’s exercise under Section 8.1 hereof of the option specified in Section 4.3 applicable to this Section with respect 8.2, the Issuer and each Guarantor shall, subject to the Securities satisfaction of a seriesthe conditions set forth in Section 8.4 hereof, the Company shall be deemed to have been discharged from its the obligations thereof with respect to such Securities and any coupons appertaining thereto (except as specified below) all outstanding Notes on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter 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 such Securities and any coupons appertaining thereto the outstanding Notes of the applicable Series, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 4.7 8.5 hereof and the other Sections of this Indenture referred to in clause (iia) of this Sectionand (b) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto Notes and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall on Company Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ia) the rights of Holders of outstanding Notes of such Securities and any coupons appertaining thereto Series to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 8.4(l); (iib) the CompanyIssuer’s obligations with respect to such Securities Notes under Sections 3.42.2, 3.52.3, 3.62.4, 9.2 2.5, 2.6, 2.7 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.10 hereof; (iiic) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7; and (ivd) the provisions of this Article 4VIII. Subject to compliance with this Article 4VIII, the Company Issuer may exercise its option under this Section 8.2 with respect to either Series of Notes notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and any applicable Guarantors) shall be deemed to have been discharged from Table of ContentsTable of Contents its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 12.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a series8.02, the Company (and any applicable Guarantor) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.78.04, payments in respect of the principal of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07, 3.6, 9.2 and 9.3 2.09 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 12.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its the option under this Section 8.02 notwithstanding the prior exercise of its the option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon the Company’s exercise Provided that all of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 42(b) are satisfied (hereinafter “defeasance”). For this purposecomplied with, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to L▇▇▇▇▇ hereby agrees that, in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense connection with a refinancing of the CompanyLoan or otherwise, Borrower shall on Company Order execute proper instruments acknowledging have the same), except right to defease the following which shall survive until otherwise terminated or discharged hereunder: indebtedness evidenced by the Note upon satisfaction of the following: (i) the rights execution and delivery of Holders a defeasance note (the "Defeasance Note"), in form and substance reasonably acceptable to Lender, dated as of the date of the defeasance, payable to the Person providing the new financing (the "New Lender"), in an amount equal to the outstanding principal balance of the Note, together with an endorsement of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described Defeasance Note in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect favor of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; L▇▇▇▇▇ (ii) the Company’s obligations with respect execution and delivery of a security agreement (the "Defeasance Security Agreement"), in form and substance reasonably acceptable to such Securities under Sections 3.4Lender, 3.5dated as of the date of the defeasance, 3.6in favor of the New Lender, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); which the New Lender is granted a perfected first priority security interest in the Defeasance Collateral, together with an assignment of the Defeasance Security Agreement in favor of L▇▇▇▇▇; (iii) the rightsexecution and delivery of appropriate agreements and/or instruments, powerseach in form and substance reasonably acceptable to Lender, trusts, duties pursuant to which the obligations and immunities liabilities of Borrower under the Defeasance Note and the Defeasance Security Interest are assumed by a new entity which satisfies all applicable requirements of the Trustee hereunder "Borrower" under this Mortgage and the other Loan Documents (including, without limitation, the requirements of a Single Purpose Entity); and (iv) the execution and delivery of appropriate agreements and/or instruments, each in form and substance reasonably acceptable to Lender, pursuant to which the interest and rights of Lender under the Note and this Article 4. Subject Mortgage are assigned to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultNew Lender.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and each other Note Party) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified belowincluding the Securities Guarantees) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto (including the Securities Guarantees) which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities, the Securities and any coupons appertaining thereto Guarantees and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.4Section 2.06, 3.5Section 2.07 and Section 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 13.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, or interest or premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Ninth Supplemental Indenture and the operation of Article 4Five of this Ninth Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Ninth Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a seriescontrary in this Agreement or any Supplement: (a) The Seller may, the Company shall at its option, be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except the “Defeased Series”), as specified below) applicable, on the date the applicable conditions set forth in Section 4.6 12.04(c) are satisfied (hereinafter each a “defeasanceDefeasance”). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.712.04(c), payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are duescheduled to be made; (ii) the CompanySeller’s obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.06(a) and 9.3 (c) and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.08; (iii) the rights, powers, trusts, duties and immunities of the Trustee, the Paying Agent and the Transfer Agent hereunder, including the obligations of the Seller to indemnify the Trustee hereunder under Section 7.04 and of the Servicer to pay the Trustee’s fees and expenses under Section 11.05; and (iv) this Article 4Section 12.04. Following any Defeasance, for the purpose of calculating the Minimum Principal Receivables Balance, the Series Minimum Principal Receivables Balance for each such Defeased Series shall equal zero. (b) Subject to compliance with this Article 4Section 12.04(c), the Company may exercise Seller at its option under this Section notwithstanding may cause Collections allocated to the prior exercise of its option Defeased Series and available to acquire additional Receivables to be applied to acquire Permitted Investments rather than additional Receivables. (c) The following shall be the conditions to each Defeasance under Section 4.5 12.04(a): (i) the Seller irrevocably shall have either (A) deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (1) U.S. dollars in an amount, or (2) Permitted Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (3) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements or (B) taken such other action to provide for the payment and discharge of all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements as each Rating Agency with respect to such Securities Series has confirmed in writing will not cause a Ratings Event; (ii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money, Permitted Investments or other assets for Receivables, the Seller shall have delivered to the Trustee (A) an Opinion of Counsel with respect to such deposit and termination to the effect that it will not cause the Trust or any coupons appertaining thereto. Following portion thereof to be treated as an association or publicly traded partnership taxable as a defeasancecorporation and (B) an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an “investment company” within the meaning of the Investment Company Act; (iii) the Seller shall have delivered to the Trustee an Officer’s Certificate of the Seller stating that the Seller reasonably believes that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities certification, adversely affect in any material respect the Holders of any Class with respect to the Defeased Series; and (iv) the Seller shall have received written notice from each Rating Agency that such Defeasance will not cause a Ratings Event and shall have delivered copies of each such written notice to the Servicer and the Trustee. (d) On or after the date on which the conditions set forth in Section 12.04(c) are satisfied with respect to any Defeased Series, the Trustee shall, at the request and expense of the Seller, execute and deliver such termination statements, reassignments and such other instruments of satisfaction and discharge as may not be accelerated because necessary, and pay, assign, transfer and deliver to or at the direction of an Event the Seller, all assets in any Investor Account relating to such Defeased Series, cash, securities and other property then held by it, in each case for the sole benefit of Defaultthe Certificateholders of such Defeased Series, under this Agreement (other than any property held by it specifically in satisfaction of any condition in this Section 12.04 with respect to any Defeased Series).

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interestinterest or additional amounts, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of this Third Supplemental Indenture and the operation of Article 4Five and Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been -57- paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Third Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon (a) The Issuer may, at its option and at any time, elect to have all of its obligations and the Company’s exercise obligations of the option specified in Section 4.3 applicable to this Section Subsidiary Guarantors discharged with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For outstanding Notes issued under this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 Indenture and the other Sections of this Indenture referred to in clause Guarantees (ii“Legal Defeasance”) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, if any, or interest or premium and interestAdditional Interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Article 4Section 8.02. (b) The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16 and clause (iv) of Section 5.01 of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option Covenant Defeasance option. In the event the Issuer terminates all of its obligations under Section 4.5 the Notes and this Indenture (with respect to such Securities and any coupons appertaining theretoNotes) by exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) or 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon the CompanyIssuer’s exercise under Section 8.1 hereof of the option specified in Section 4.3 applicable to this Section with respect 8.2, the Issuer and each Guarantor shall, subject to the Securities satisfaction of a seriesthe conditions set forth in Section 8.4 hereof, the Company shall be deemed to have been discharged from its the obligations thereof with respect to such all outstanding Securities and any coupons appertaining thereto (except as specified below) of a series on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter 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 of such Securities and any coupons appertaining thereto series, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 4.7 8.5 hereof and the other Sections of this Indenture referred to in clause (i) and (ii) of this Sectionbelow, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto Securities, the Guarantees and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall on Company Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities of such Securities and any coupons appertaining thereto series to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, on such the Securities and any coupons appertaining thereto when such payments are duedue from the trust referred to in Section 8.4(i); (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.42.3, 3.52.4, 3.62.5, 9.2 2.6, 2.7, 2.8 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.11 hereof; (iii) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (iv) the Issuer’s rights, if any, to redeem the Securities of such series; and (v) the provisions of this Article 4VIII. Subject to compliance with this Article 4VIII, the Company Issuer may exercise its option under this Section 8.2 with respect to any series of Securities notwithstanding the prior exercise of its option under Section 4.5 8.3 hereof with respect to such Securities and any coupons appertaining theretoseries. Following a defeasanceFor the avoidance of doubt, payment of such Securities may not if the Issuer exercises its defeasance option, each Guarantor shall be accelerated because of an Event of Defaultreleased from all its obligations with respect to its Guarantee.

Defeasance. The Company may elect to have subsection (a) below, at the Company’s option and at any time, or subsection (b) below, at the Company’s option and at any time, of this Supplemental Indenture applied to all Outstanding Notes upon compliance with the conditions set forth below in this Section 2.18. (a) Upon the Company’s exercise of the its option specified in Section 4.3 applicable to under this Section 2.18(a) with respect to the Securities of a seriesOutstanding Notes, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) all Outstanding Notes on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities the Outstanding Notes, and any coupons appertaining thereto which the Indenture shall thereafter cease to be of further effect as to all the Outstanding Notes, except as to be deemed to be “Outstanding” Outstanding only for the purposes of Section 4.7 and the other Sections of this the Indenture referred to in clause (i), (ii), (iii) of this Sectionand (iv) below, and the Company shall be deemed to have satisfied all other of its other obligations under such Securities the Outstanding Notes and any coupons appertaining thereto and this the Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, on written demand of and at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto will be entitled to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive timely payments in respect of for the principal of of, premium, if any, and interestinterest on, if any, on such Securities and any coupons appertaining thereto when such payments are duethe Notes from the funds deposited for that purpose; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and will continue with respect to the payment issuance of Additional Amountstemporary Notes, if anythe registration of Notes, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)and the replacement of mutilated, destroyed, lost or stolen Notes; (iii) the Trustee will retain its rights, powers, trustsduties, duties and immunities of immunities, and the Trustee hereunder Company will retain its obligations in connection therewith; and (iv) this Article 4other Legal Defeasance provisions of the Indenture will remain in effect. Subject to compliance with this Article 4Section 2.18, the Company may exercise its option under this Section 2.18 notwithstanding the prior exercise of its option under Section 4.5 2.18(b) hereof with respect to the Notes. (b) Upon the Company’s exercise of its option under this Section 2.18(b), the Company shall be released from its obligations under Sections 2.10, 2.14 and 2.15 hereunder with respect to all Outstanding Notes, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Outstanding Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) of the Notes in connection with such covenants, but shall continue to be deemed Outstanding for all other purposes hereunder and under the Indenture. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes , the Company shall not need to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant with respect to such Securities Notes, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and any coupons appertaining thereto. Following a defeasance, payment of such Securities may omission to comply shall not be accelerated because of constitute an Event of DefaultDefault under Section 5.1 of the Base Indenture or hereunder with respect to such Notes, but, except as specified above, the remainder of the Indenture and the Notes shall be unaffected thereby. (c) The following shall be the conditions to the application of either Section 2.18(a) or 2.18(b) hereof to any Notes to be defeased: (A) The Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes as to which Legal Defeasance or Covenant Defeasance will occur, U.S. legal tender, U.S. Government Obligations, a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, expressed in a written certification thereof to the Trustee, to pay the principal of, premium, if any, and interest on such Notes on the stated date for payment thereof or on the redemption date of such principal or installment of principal of, premium, if any, or interest on such Notes, and the Holders of such Notes must have a valid, perfected, exclusive security interest in such trust; (B) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (1) the Company has received from, or there has been published by the Internal Revenue Service, a ruling or (2) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (C) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that the Holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (D) no Event of Default with respect to such Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (E) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (F) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of hindering, delaying or defrauding any other creditors of the Company; and (G) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for in, in the case of the Officers’ Certificate, (A) through (F) and, in the case of the Opinion of Counsel, clauses (A) (with respect to the validity and perfection of the security interest), (B), (C) and (E) of this paragraph have been complied with and the Company shall have delivered to the Trustee an Opinion of Counsel (which may contain customary qualifications and exceptions, including, without limitation, an assumption that there has been no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and an assumption that no Holder of such Notes is an “insider” of the Company under applicable Federal bankruptcy law), after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Federal bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and the creation of the defeasance trust does not violate the Investment Company Act of 1940. The defeasance will be effective on the earlier of (i) the 91st day after the date of deposit, and (ii) the day on which all the conditions above have been satisfied. (ii) If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes to be so defeased when due, then the obligations of the Company under the Indenture with respect to the Notes will be revived and no such defeasance will be deemed to have occurred. (d) Subject to Section 2.18(e), all cash and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 2.18(d)), the Paying Agent pursuant to Section 2.18(c) in respect of any Notes to be defeased shall be held in trust and applied by the Paying Agent, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any other Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 2.18(c) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Notes. (e) Anything in this Section 2.18 to the contrary notwithstanding, the Trustee or the Paying Agent shall deliver or pay to the Company from time to time upon the request of the Company any cash or U.S. Government Obligations held by it as provided in Section 2.18(c) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be an opinion delivered under Section 2.18(c)(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. (f) If the Trustee or Paying Agent is unable to apply any cash or U.S. Government Obligations in accordance with Section 2.18(a) or (b), as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under the Indenture with respect to such Notes affected and such Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 2.18(a) or (b) until such time as the Trustee or Paying Agent is permitted to apply such money in accordance with Section 2.18(a) and (b) hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any such Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash or U.S. Government Obligations held by the Trustee or Paying Agent.

Defeasance. Upon the Company’s exercise (a) The Issuers may, at their option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section their obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture ("Legal Defeasance") except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, if any, or interest or premium and interestLiquidated Damages, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the Company’s Issuers' obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuers' obligations in connection therewith; and (iv) this Section 8.02(a). (b) The Issuers may, at their option and at any time, elect to have their obligations released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and the operation of Article 4. Subject 5 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to compliance with this Article 4, Significant Subsidiaries of the Company only), 6.01(g) (with respect to Significant Subsidiaries of the Company only) and 6.01(h) of this Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. The Issuers may exercise its their Legal Defeasance option under this Section notwithstanding the their prior exercise of its option their Covenant Defeasance option. In the event the Issuers terminate all of their obligations under Section 4.5 the Notes and this Indenture (with respect to the Notes) by exercising their Legal Defeasance option or their Covenant Defeasance option, the obligations of each Guarantor under its Guarantee of the Notes shall be terminated simultaneously with the termination of such Securities and any coupons appertaining theretoobligations. Following a defeasanceIf the Issuers exercise their Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Company only) and 6.01(g) (with respect to Significant Subsidiaries of the Company only) or because of the failure of the Issuers to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers' obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers' obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon Notwithstanding anything to the Company’s exercise contrary in this Agreement or any Supplement: (a) The Seller and any Affiliate of Seller that is a Holder of the Exchangeable Seller Certificate may at Seller’s option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Certificate Series or all outstanding Certificate Series (except as specified belowthe “Defeased Series”) on the date the applicable conditions set forth in Section 4.6 subsection 12.5(c) are satisfied (hereinafter a “defeasanceDefeasance”). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.5(c), payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Companyright of any Enhancement Provider to the repayment of any amount due to it under the applicable Enhancement and Supplement, including interest thereon; (iii) the Seller’s obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.3 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.4; (iiiiv) the rights, powers, trusts, duties duties, and immunities of the Trustee, the Paying Agent and the Registrar hereunder; and (v) this Section 12.5. (b) Subject to Section 12.5(c), the Seller at its option may cause Collections allocated to the Defeased Series and available to purchase Principal Receivables to be applied to purchase Permitted Investments rather than Principal Receivables. (c) The following shall be the conditions to Defeasance under subsection 12.5(a): (i) The Seller irrevocably shall have deposited or caused to be deposited with the Trustee hereunder (such deposit to be made from other than the Seller’s or any Affiliate of the Seller’s funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Permitted Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Enhancement Providers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.5 with respect to a Defeased Series to substitute money or Permitted Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Seller shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations and (in any case) an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an “investment company” within the meaning of the Investment Company Act; (iii) the Seller shall have delivered to the Trustee and any Enhancement Provider an Officer’s Certificate of the Seller stating the Seller reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause an Early Amortization Event with respect to any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of an Early Amortization Event with respect to any Series; and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding Rating Agency Condition shall have been satisfied and the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment Seller shall have delivered copies of such Securities may not be accelerated because of an Event of Defaultwritten notice to the Servicer and the Trustee.

Defeasance. Upon (a) Subject to Sections 13.1(b) and 13.2, ---------- ---------------- ---- the Company’s exercise Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, and may terminate the Liens of the option specified in Security Documents on the Collateral to the extent 133 that such Liens run to the benefit of the Trustee, the Holder or other agents under this Indenture, including the Securities Intermediary (a "Legal ----- Defeasance"), or (ii) its obligations under any of their covenants under this ---------- Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, other than under Sections 4.1(a) and 4.2(a) and their obligation to --------------- ------ make payments on the Bonds pursuant to Section 4.3 applicable 2.11, and may terminate the Liens ------------ of the Security Documents on the Collateral to the extent that such Liens run to the benefit of the Trustee, the Holders or other agents under this Section with Indenture, including the Securities Intermediary (a "Covenant Defeasance"). With respect to the Securities of a series------------------- any Covenant Defeasance, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Sectionthe preceding sentence, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and the remainder of this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, Bonds shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4be unaffected thereby. Subject to compliance with this Article 4, the Company The Issuer may exercise its option under this Section a Legal Defeasance notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoa Covenant Defeasance. Following If the Issuer exercises a defeasanceLegal Defeasance, payment of such Securities the Bonds may not be accelerated because of due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Issuer, (y) shall execute (or cooperate in the execution of) documents and deliver (or cooperate in the delivery of) such instruments in writing as shall be required by the Issuer to reconvey, release, assign and deliver to the Issuer any and all of the Trustee's interest in the Indenture Collateral and the Collateral, and the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture and (z) shall turn over to the Issuer upon request all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth herein above, whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or to any other provision herein or in any other document. (b) Notwithstanding Section 13.1(a) above, the obligations of the --------------- Issuer pursuant to Sections 2.8, 2.9, 2.10, 2.11 and 9.5 shall survive until the ------------ --- ---- ---- --- Bonds have been paid in full. Thereafter, the obligations of the Issuer pursuant to Section 9.5 shall survive. -----------

Defeasance. Upon the CompanyIssuer’s exercise under Section 8.1 hereof of the option specified in Section 4.3 applicable to this Section with respect 8.2, the Issuer and each Guarantor (including, for the avoidance of doubt, Parent) shall, subject to the Securities satisfaction of a seriesthe conditions set forth in Section 8.4 hereof, the Company shall be deemed to have been discharged from its the obligations thereof with respect to such all outstanding Securities and any coupons appertaining thereto (except as specified below) of a series on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter 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 of such Securities and any coupons appertaining thereto series, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 4.7 8.5 hereof and the other Sections of this Indenture referred to in clause (i) and (ii) of this Sectionbelow, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto Securities, the Guarantees and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the CompanyIssuer, shall on Company Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities of such Securities and any coupons appertaining thereto series to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, on such the Securities and any coupons appertaining thereto when such payments are duedue from the trust referred to in Section 8.4(i); (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.42.3, 3.52.4, 3.62.5, 9.2 2.6, 2.7, 2.8 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.11 hereof; (iii) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (iv) the Issuer’s rights, if any, to redeem the Securities of such series; and (v) the provisions of this Article 4VIII. Subject to compliance with this Article 4VIII, the Company Issuer may exercise its option under this Section 8.2 with respect to any series of Securities notwithstanding the prior exercise of its option under Section 4.5 8.3 hereof with respect to such Securities and any coupons appertaining theretoseries. Following a defeasanceFor the avoidance of doubt, payment of such Securities may not if the Issuer exercises its defeasance option, each Guarantor shall be accelerated because of an Event of Defaultreleased from all its obligations with respect to its Guarantee.

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all Outstanding Series (except as specified beloweach, a "DEFEASED SERIES") on the date the applicable conditions set forth in Section 4.6 subsection 11.04(c) are satisfied (hereinafter “defeasance”a "DEFEASANCE"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 11.04(c), payments in respect of the interest on and principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the Company’s Issuer's obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section and Section 12.16. (b) Subject to compliance with this Article 4subsection 11.04(c), the Company may exercise Issuer at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 11.04(a): (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Issuer's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Section notwithstanding Indenture and the applicable Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its option under right pursuant to this Section 4.5 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "TAX OPINION" (the preparation and delivery of which shall not be at the expense of the Indenture Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following a defeasancetermination of obligations, payment and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause an Amortization Event with respect to any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of an Amortization Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of Defaultsuch written notice to the Servicer and the Indenture Trustee.

Defeasance. Upon the Company’s 's exercise of the above option specified in Section 4.3 applicable to this Section 14.2 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 14.4 are satisfied (hereinafter “hereinafter, "defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 4.7 14.5 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 14.4 and as more fully set forth in such Section and in Section 4.714.5, payments in respect of the principal of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 56 63 3.6, 9.2 10.2 and 9.3 10.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 10.10, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 14.2 notwithstanding the prior exercise of its option under Section 4.5 14.3 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon (a) The Issuer may, at its option and at any time, elect to have all of its obligations and the Company’s exercise obligations of the option specified in Section 4.3 applicable to this Section Guarantors discharged with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For outstanding Notes issued under this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 Indenture and the other Sections of this Indenture referred to in clause Security Documents (ii“Legal Defeasance”) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, if any, or interest or premium and additional interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.02(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15 and the operation of Article 45 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) and 6.01(g) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option Covenant Defeasance option. In the event the Issuer terminates all of its obligations under Section 4.5 the Notes and this Indenture (with respect to such Securities and any coupons appertaining theretoNotes) by exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) and 6.01(g) or because of the failure of the Issuer to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon Subject to Sections 13.1(b) and 13.2, the Company’s exercise Funding Corporation and the Partnership at any time may terminate (i) all their obligations under this Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, and may terminate the Liens of the option specified in Senior Security Documents on the Senior Collateral to the extent that such Liens run to the benefit of the Trustee, the Holder or other agents under this Indenture, including the Securities Intermediary (a "Legal Defeasance"), or (ii) their obligations under any of their covenants under this Indenture, the Bonds and the other Financing Documents which the Bonds enjoy the benefit of, other than under Sections 4.1(a) and 4.2(a) and their obligation to make payments on the Bonds pursuant to Section 4.3 applicable 2.11, and may terminate the Liens of the Senior Security Documents on the Senior Collateral to the extent that such Liens run to the benefit of the Trustee, the Holders or other agents under this Section with Indenture, including the Securities Intermediary (a "Covenant Defeasance"). With respect to the Securities of a seriesany Covenant Defeasance, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Sectionthe preceding sentence, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and the remainder of this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at Bonds shall be unaffected thereby. The Funding Corporation and the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company Partnership may exercise its option under this Section a Legal Defeasance notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities a Covenant Defeasance. If the Funding Corporation and any coupons appertaining thereto. Following the Partnership exercise a defeasanceLegal Defeasance, payment of such Securities the Bonds may not be accelerated because of due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Funding Corporation and the Partnership, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Funding Corporation and the Partnership, (y) shall execute (or cooperate in the execution of) documents and deliver (or cooperate in the delivery of) such instruments in writing as shall be required by the Partnership and the Funding Corporation to reconvey, release, assign and deliver to the Funding Corporation and the Partnership any and all of the Trustee's interest in the Indenture Collateral and the Senior Collateral, and the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture and (z) shall turn over to the Funding Corporation or the Partnership upon request all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Funding Corporation and the Partnership may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth herein above, whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or to any other provision herein or in any other document. (a) Notwithstanding Section 13.1(a) above, the obligations of the Funding Corporation and the Partnership pursuant to Sections 2.8, 2.9, 2.10, 2.11 and 9.5 shall survive until the Bonds have been paid in full. Thereafter, the obligations of the Funding Corporation pursuant to Section 9.5 shall survive.

Defeasance. Upon the Company’s exercise (a) In addition to discharge of the option specified Indenture pursuant to Section 8.1, in Section 4.3 applicable the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to this Section with respect to the Securities of a seriesin clause (i) below, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such on all the Securities and any coupons appertaining thereto which shall thereafter be deemed the Guarantees of such a series on the 91st day after the date of the deposit referred to be “Outstanding” only for the purposes of Section 4.7 in subparagraph (i) below, and the other Sections provisions of this Indenture referred with respect to the Securities of such series and the Guarantees shall no longer be in clause effect (iiexcept as to (1) rights of this Sectionregistration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive payments of principal thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to have satisfied receive mandatory sinking fund payments, if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all its other or any of them and (6) the obligations of the Company under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (Section 2.5) and the Trustee, at the expense of the CompanyCompany and the Guarantors, shall on Company Order at the Company’s request, execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: if (i) with reference to this provision the rights Company or any Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (1) cash in an amount, or (2) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) interest at such times and as more fully set forth in such Section and amounts as will insure the availability of cash or (3) a combination thereof, sufficient, in Section 4.7the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, payments in respect of to pay (x) the principal of principal, premium, if any, and interestinterest on all Securities of such series on each date that such principal, premium, if any, or interest is due and payable and (y) any mandatory sinking fund payments on such Securities and any coupons appertaining thereto when the dates on which such payments are duedue and payable in accordance with the terms of the Indenture and the Securities of such series; (ii) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (iii) the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and (iv) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. (b) The Company and the Guarantors shall be released from each of their obligations with respect to the Securities of any series outstanding (except for: (i) the obligations set forth as exceptions above in Section 8.2(a); (ii) the Company’s obligations with respect to (w) compensate and indemnify the Trustee, (x) appoint a successor Trustee, (y) repay certain moneys held by the Paying Agent and (z) return certain unclaimed moneys held by the Trustee; and (iii) such Securities under Sections 3.4obligations of the Company and the Guarantors as are required by the TIA) on and after the date the conditions set forth below are satisfied (hereinafter, 3.5“Covenant Defeasance”). For this purpose, 3.6such Covenant Defeasance means that, 9.2 and 9.3 and with respect to the payment outstanding Securities of Additional Amountsany series, the Company and the Guarantors are required only to comply with the above obligations and shall have no liability in respect of any term, condition or limitation set forth in any other Section, whether directly or indirectly by reason of any reference to such Section by any other remaining provision or in any other document and such compliance only to the above obligations shall not constitute an Event of Default under Section 6.1. The following shall be the conditions to application of this Section 8.2(b): (i) The Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series, (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (X) the principal, premium, if any, and interest on all Securities of such series and (Y) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series. (ii) Such Covenant Defeasance shall not cause the Trustee to have a conflicting interest as set forth in Article 7 and for purposes of the TIA with respect to such Securities as specified pursuant to Section 3.1(b)(18); any securities of the Company. (iii) Such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the rights, powers, trusts, duties and immunities of the Trustee hereunder and Company or any Guarantor is a party or by which it is bound. (iv) this Article 4. Subject The Company shall have delivered to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding Trustee an Opinion of Counsel to the prior exercise effect that the Holders of its option under Section 4.5 with respect to such the Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be accelerated because subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred. (v) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of an Event of DefaultCounsel, each stating that all conditions precedent to the Covenant Defeasance contemplated by this provision have been complied with.

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Issuer may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified beloweach, a "Defeased Series") on the date the applicable conditions set forth in ---------------- Section 4.6 11.01(c) are satisfied (hereinafter “defeasance”a "Defeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid ---------------- ---------- -------- ------- following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the Company’s Issuer's obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities ------------- ---- of the Trustee hereunder Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Article 4Section 11.01 and Section 12.14. ------------- ------------- (b) Subject to compliance Section 11.01(c), no Collections shall be ---------------- allocated to any Defeased Series. (c) The following shall be the conditions precedent to any Defeasance under Section 11.01(a): --------------- (i) the Issuer irrevocably shall have deposited or caused to be deposited with the Indenture Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee and any Series Enhancer, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series and all other amounts owing in respect of such Defeased Series (including all amounts owing under any related Enhancement Agreement to any Series Enhancer) on the dates scheduled for such payments in this Article 4, Indenture and the Company applicable Indenture Supplements; (ii) a statement from a firm of nationally recognized independent public accountants (who also may exercise render other services to the Issuer) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; ---------- (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 11.01 with respect to a Defeased Series to ------------- substitute money or Eligible Investments for Receivables, the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that such Securities deposit and any coupons appertaining thereto. Following a defeasance, payment termination of such Securities may obligations will not be accelerated because result in the Issuer being required to register as an "investment company" within the meaning of an Event of Default.the Investment Company Act;

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, or interest or premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Fourteenth Supplemental Indenture and the operation of Article 4Five of this Fourteenth Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Fourteenth Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon (a) The Issuer may, at its option and at any time, elect to have all of its obligations and the Company’s exercise obligations of the option specified in Section 4.3 applicable to this Section Subsidiary Guarantors discharged with respect to the Securities of a seriesoutstanding Notes issued under this Indenture, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Guarantees, the Security Documents (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, if any, and interest, if any, or interest or premium on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Article 4Section 8.02. (b) The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 and clause (iv) of Section 5.01 of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option Covenant Defeasance option. In the event the Issuer terminates all of its obligations under Section 4.5 the Notes and this Indenture (with respect to such Securities and any coupons appertaining theretoNotes) by exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon Notwithstanding anything to the Company’s exercise of the contrary in this Agreement or any Supplement: (a) The Transferors may at their option specified in Section 4.3 applicable to this Section be discharged from their obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below"Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter “defeasance”a "Defeasance") but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company’s 102 Transferors' obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by ▇▇▇▇▇'▇, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 103 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of Default.such written notice to the Servicer and the Trustee. [END OF ARTICLE XII] 104

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section 1402 with respect to the any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 1404 are satisfied (hereinafter hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any coupons appertaining thereto thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 1405 and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust funds fund, described in Section 4.6(a) 1404 and as more fully set forth in such Section and in Section 4.71405, payments in respect of the principal of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s obligations with respect to such Securities under Sections 3.4304, 3.5305, 3.6306, 9.2 1002 and 9.3 1003 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 1010, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder hereunder, and (iv4) this Article 4Fourteen. Subject to compliance with this Article 4Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under Section 4.5 1403 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon (a) The Company may at its option terminate its and the Company’s exercise Subsidiary Guarantors’ obligations in respect of the option specified in Section 4.3 applicable to this Section with respect Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all sums payable by it on account of principal of and interest on all Securities of a seriesor otherwise. In addition to the foregoing, the Company shall be deemed may, at its option, at any time elect to have been discharged from its obligations either paragraph (b) or (c) below be applied to all outstanding Securities, subject in either case to compliance with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied 9.03. (hereinafter “defeasance”b) Upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph (b). For this purpose, such defeasance means that the Company shall shall, subject to the satisfaction of the conditions set forth in Section 9.03, be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)outstanding Securities, except the following which shall survive until otherwise terminated or discharged hereunder: for (i1) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, interest on such the Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s obligations with respect to such Securities under Sections 3.42.03, 3.52.05, 3.62.06, 9.2 2.07, 2.10 and 9.3 and with respect to the payment of Additional Amounts2.11, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii3) the rights, powers, truststrust, duties and immunities of the Trustee hereunder under this Indenture and the Company’s obligations in connection therewith and (iv4) Article Nine of this Article 4Indenture (hereinafter, “Legal Defeasance”). Subject to compliance with this Article 4Nine, the Company may exercise its option under this Section paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) hereof. (c) Upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Company shall, subject to the satisfaction of the conditions set forth in Section 4.5 9.03, be released from its obligations under the covenants contained in Sections 4.03 through 4.19 and Article Five with respect to the outstanding Securities (hereinafter, “Covenant Defeasance”). In addition, upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 9.03, any failure or omission to comply with such Securities and any coupons appertaining thereto. Following obligations shall not constitute a defeasance, payment of such Securities may not be accelerated because of an Default or Event of DefaultDefault with respect to the Securities.

Defeasance. The Company may elect to have subsection (a) below, at the Company’s option and at any time, or subsection (b) below, at the Company’s option and at any time, of this Indenture applied to all Outstanding Notes of any series upon compliance with the conditions set forth below in this Section 2.19. (a) Upon the Company’s exercise of the its option specified in Section 4.3 applicable to under this Section 2.19(a) with respect to the Securities Outstanding Notes of a any series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except all Outstanding Notes as specified belowto which this option provided in Section 2.19(a) is exercised, on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities Outstanding Notes, and any coupons appertaining thereto which this Indenture shall thereafter cease to be of further effect as to all such Outstanding Notes, except as to be deemed to be “Outstanding” Outstanding only for the purposes of Section 4.7 and the other Sections of this the Indenture referred to in clause (i), (ii), (iii) of this Sectionand (iv) below, and the Company shall be deemed to have satisfied all other of its other obligations under such Securities Outstanding Notes and any coupons appertaining thereto and this the Indenture insofar as with respect to such Securities and any coupons appertaining thereto are concerned (and the Trustee, on written demand of and at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall 9091443 06121973 survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto will be entitled to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive timely payments in respect of for the principal of of, premium, if any, and interestinterest on, if anysuch series of Notes, on such Securities and any coupons appertaining thereto when such payments are duefrom the funds deposited for that purpose; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and will continue with respect to the payment issuance of Additional Amountstemporary Notes, if anythe registration of Notes, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)and the replacement of mutilated, destroyed, lost or stolen Notes of the applicable series; (iii) the Trustee will retain its rights, powers, trustsduties, duties and immunities of immunities, and the Trustee hereunder Company will retain its obligations in connection therewith; and (iv) this Article 4other Legal Defeasance provisions of the Indenture will remain in effect. Subject to compliance with this Article 4Section 2.19, the Company may exercise its option under this Section 2.19 notwithstanding the prior exercise of its option under Section 4.5 2.19(b) hereof with respect to such Securities Notes. (b) Upon the Company’s exercise of its option under this Section 2.19(b) respect to the Outstanding Notes of any series, the Company shall be released from its obligations under Sections 2.11, 2.15 and 2.16 hereunder with respect to all Outstanding Notes as to which this option is exercised, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and such Outstanding Notes shall thereafter be deemed not Outstanding for the purposes of any coupons appertaining theretodirection, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding for all other purposes hereunder and under the Indenture. Following a defeasanceFor this purpose, payment such Covenant Defeasance means that, with respect to the Outstanding Notes of any series as to which the Covenant Defeasance has occurred, the Company shall not need to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Securities may covenant with respect to such Notes, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not be accelerated because of constitute an Event of DefaultDefault under Section 5.1 of the Indenture or hereunder with respect to such Notes, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. (c) The following shall be the conditions to the application of either Section 2.19(a) or 2.19(b) hereof to any Notes or any series of Notes, as the case may be, to be defeased: (A) The Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes as to which Legal Defeasance or Covenant Defeasance will occur, U.S. legal tender, U.S. Government Obligations, a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on such Notes on the stated date for payment thereof or on the redemption date of such principal or installment of principal of, premium, if any, or interest on such Notes, and the Holders of such Notes must have a valid, perfected, exclusive security interest in such trust; (B) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: (1) the Company has received from, or there has been published by the Internal Revenue Service, a ruling or (2) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Notes will 9091443 06121973 not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (C) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming that the Holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (D) no Event of Default with respect to such Notes shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (E) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (F) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of hindering, delaying or defrauding any other creditors of the Company; and (G) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for in, in the case of the Officers’ Certificate, (A) through (F) and, in the case of the Opinion of Counsel, clauses (A) (with respect to the validity and perfection of the security interest), (B), (C) and (E) of this paragraph have been complied with and the Company shall have delivered to the Trustee an Opinion of Counsel (which may contain customary qualifications and exceptions, including, without limitation, an assumption that there has been no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and an assumption that no Holder of such Notes is an “insider” of the Company under applicable Federal bankruptcy law), after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable Federal bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and the creation of the defeasance trust does not violate the Investment Company Act of 1940. The defeasance will be effective on the earlier of (i) the 91st day after the date of deposit, and (ii) the day on which all the conditions above have been satisfied. (ii) If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes to be so defeased when due, then the obligations of the Company under this Indenture with respect to such Notes will be revived and no such defeasance will be deemed to have occurred. (d) Subject to Section 2.19(e), all cash and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 2.19(d), the Paying Agent pursuant to Section 2.19(c) in respect of any Notes to be defeased shall be held in trust and applied by the Paying Agent, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any 9091443 06121973 other Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 2.19(c) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Notes. (e) Anything in this Section 2.19 to the contrary notwithstanding, the Trustee or the Paying Agent shall deliver or pay to the Company from time to time upon the request of the Company any cash or U.S. Government Obligations held by it as provided in Section 2.19(c) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 2.19(c)(A) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. (f) If the Trustee or Paying Agent is unable to apply any cash or U.S. Government Obligations in accordance with Section 2.19(a) or (b), as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture with respect to such Notes affected and such Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 2.19(a) or (b) until such time as the Trustee or Paying Agent is permitted to apply such money in accordance with Sections 2.19(a) and (b) hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any such Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash or U.S. Government Obligations held by the Trustee or Paying Agent.

Defeasance. Upon the Company’s exercise Clause (a) of Section 1304 of the option specified in Section 4.3 applicable to this Section Base Indenture is hereby amended and restated with respect to the Securities Notes (but not with respect to any other series of Securities) as follows: (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, an amount in Pesos sufficient, in the opinion of a seriesnationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of and each installment of interest on the Outstanding Notes on the Stated Maturity of such principal or interest in accordance with the terms of this Indenture and of the Notes. Before such a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of the Notes at a future date in accordance with any redemption provisions relating to the Notes, which shall be deemed to have been discharged from its obligations given effect in applying the foregoing.” Section 1305 of the Base Indenture is hereby amended and restated with respect to such Securities and the Notes (but not with respect to any coupons appertaining thereto other series of Securities) as follows: “Subject to the provisions of the last two paragraphs of Section 1003, all money deposited with the Trustee (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purposeor other qualifying trustee, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only collectively, for the purposes of this Section 4.7 and 1305, the other Sections of this Indenture referred “Trustee”) pursuant to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments 1304 in respect of the principal Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of premiumthe Notes and this Indenture, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Notes, of all sums due and to become due thereon in respect of principal and interest and Additional Amounts, if any, payable but such money need not be segregated from other funds except to the extent required by law. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.” Additionally, Section 1306 of the Base Indenture is hereby amended and restated with respect to the Notes (but not with respect to any other series of Securities) as follows: “If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1304 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such Securities application, the Company’s or the Guarantor’s obligations under this Indenture and the Notes and the Guarantees shall be revived and reinstated as specified though no deposit had occurred pursuant to Section 3.1(b)(18)1304, until such time as the Trustee or such Paying Agent is permitted to apply all such money in accordance with Section 1304; (iii) provided that, if either the rights, powers, trusts, duties Company or the Guarantor has made any payment of principal of or interest on the Notes and immunities the Guarantees because of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4reinstatement of its obligations, the Company or the Guarantor, as the case may exercise its option under this Section notwithstanding be, shall be subrogated to the prior exercise rights of its option under Section 4.5 with respect the Holders of the Notes and the Guarantees to receive such Securities and any coupons appertaining thereto. Following a defeasance, payment of from the money held by the Trustee or such Securities may not be accelerated because of an Event of DefaultPaying Agent.”

Defeasance. Upon the Company’s Issuers’ exercise under Section 8.01 hereof of the option specified in Section 4.3 applicable to this Section with respect 8.02, the Issuers and each of the Guarantors will, subject to the Securities satisfaction of a seriesthe conditions set forth in Section 8.05 hereof, the Company shall be deemed to have been discharged from its their obligations with respect to such Securities and any coupons appertaining thereto all outstanding Notes (except as specified belowincluding the Notes Guarantees) on the date the conditions set forth in Section 4.6 below are satisfied (hereinafter hereinafter, “defeasanceLegal Defeasance”). For this purpose, such defeasance Legal Defeasance means that the Company shall Issuers and the Guarantors will be deemed to have paid and discharged the entire indebtedness Indebtedness represented by such Securities and any coupons appertaining thereto the outstanding Notes (including the Notes Guarantees), which shall will thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 4.7 8.06 hereof and the other Sections of this Indenture referred to in clause clauses (ii1) of this Sectionand (2) below, and to have satisfied all its their other obligations under such Securities Notes, the Notes Guarantees and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned the Notes Documents (and the Trustee, on demand of and at the expense of the CompanyIssuers, shall on Company Order execute proper instruments acknowledging 10329941757-v9 ​ 70-41103224 ​ - 149 - ​ ​ ​ the same), except for the following provisions which shall will survive until otherwise terminated or discharged hereunder: : (i1) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, premium on, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of interest or Additional Amounts, if any, payable on, such Notes when such payments are due from the trust referred to in Section 8.05 hereof; (2) the Issuers’ obligations with respect to such Securities as specified pursuant to Section 3.1(b)(18); the Notes under Article 2 hereof; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith; and (iv4) this Article 48. Subject to compliance with this Article 48, the Company Issuers may exercise its their option under this Section 8.02 notwithstanding the prior exercise of its their option under Section 4.5 with respect to such Securities and any coupons appertaining thereto8.03 hereof. Following a defeasanceIf the Issuers exercise their legal defeasance option, payment of such Securities the Notes may not be accelerated because of an Event of DefaultDefault with respect to the Notes and the Security Documents and the rights of the Trustee and the Holders under the Intercreditor Agreement or any Additional Intercreditor Agreement, in effect at such time will terminate (other than with respect to the trust referred to in Section 8.05).

Defeasance. Upon (a) The Issuers may, at their option and at any time, elect to have all of their obligations and the Company’s exercise obligations of the option specified in Section 4.3 applicable to this Section any Guarantors discharged with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto outstanding Notes issued under this Indenture (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasanceLegal Defeasance”). For this purpose, such defeasance Such Legal Defeasance means that the Company Issuers shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same)outstanding Notes, except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto the Notes when such payments are due; ; (ii) the Company’s Issuers’ obligations with respect to such Securities the Notes under Sections 3.42.07, 3.5, 3.6, 9.2 2.08 and 9.3 2.10 and with respect to the payment maintenance of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); an office or agency for payments; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuers’ obligations in connection therewith; and (iv) this Section 8.02(a). (b) The Issuers may, at their option and at any time, elect to have their obligations released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.14, 4.16 and 4.17 and the operation of Article 4. Subject 5 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to compliance with this Article 4, Significant Subsidiaries of the Company only), 6.01(g) (with respect to Significant Subsidiaries of the Company only) and 6.01(h) of this Indenture (“Covenant Defeasance”) and thereafter any omission or failure to comply, with those covenants will not constitute a Default or Event of Default with respect to the Notes. The Issuers may exercise its their Legal Defeasance option under this Section notwithstanding the their prior exercise of its option their Covenant Defeasance option. In the event the Issuers terminate all of their obligations under Section 4.5 the Notes and this Indenture (with respect to the Notes) by exercising their Legal Defeasance option or their Covenant Defeasance option, the obligations of each Guarantor under its Guarantee of the Notes shall be terminated simultaneously with the termination of such Securities and any coupons appertaining theretoobligations. Following a defeasanceIf the Issuers exercise their Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Company only) and 6.01(g) (with respect to Significant Subsidiaries of the Company only) or because of the failure of the Issuers to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and any applicable Guarantors) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified below) of the applicable Series on the date the conditions set forth in Section 4.6 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 of such Securities and any coupons appertaining thereto Series which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of Outstanding Securities of such Securities and any coupons appertaining thereto Series to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 12.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon the Company’s or the Guarantors’ exercise of the its option specified in Section 4.3 applicable to have this Section with respect 7.01(a) applied to the Securities Securities, and the Guarantees thereof, each of a series, the Company and the Guarantors shall be deemed to have been discharged from its their obligations with respect to such the Securities and any coupons appertaining thereto (except Guarantees as specified belowprovided in this Section 7.01(a) on and after the date the conditions set forth in Section 4.6 7.01(c) are satisfied (hereinafter called “defeasanceDefeasance”). For this purpose, such defeasance Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such the Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, Guarantees and to have satisfied all its other obligations under such the Securities and any coupons appertaining thereto Guarantees and this Indenture insofar as such the Securities and any coupons appertaining thereto Guarantees are concerned (and the Trustee, at the expense of the CompanyCompany or the Guarantors, as the case may be, shall on Company Order execute proper instruments acknowledging the same), except subject to the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds fund described in Section 4.6(a7.01(c) and as more fully set forth in such Section and in Section 4.712.06 of the Base Indenture, payments in respect of the principal of and premium, if any, and interest, if any, interest on such the Securities and any coupons appertaining thereto when such payments are due; , (ii2) the Company’s obligations with respect to such the Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable Guarantors’ obligations with respect to such Securities as specified pursuant to Section 3.1(b)(18); Guarantees under Sections 3.04, 3.05, 3.06, 3.07 and 6.03 of the Base Indenture, (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv4) this Article 4VII. Subject to compliance with this Article 4XII of the Base Indenture, the Company or the Guarantors may exercise its option under their option, if any, to have this Section 7.01(a) applied to the Securities and the Guarantees thereof notwithstanding the prior exercise of its option under option, if any, to have Section 4.5 with respect 7.01(b) applied to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of DefaultGuarantees.

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, or interest or premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Tenth Supplemental Indenture and the operation of Article 4Five of this Tenth Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Tenth Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon (a) Subject to Sections 14.1(b) and 14.2, the Company’s exercise Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the Collateral Documents (a "LEGAL DEFEASANCE") or (ii) any of its covenants, other than its obligation to make payments on the option specified in Bonds pursuant to Section 4.3 applicable to this Section with 2.10 and 5.1 (a "COVENANT DEFEASANCE"). With respect to the Securities of a seriesany Covenant Defeasance, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Sectionthe preceding sentence, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and the remainder of this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the CompanyBonds, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4be unaffected thereby. Subject to compliance with this Article 4, the Company The Issuer may exercise its option under this Section a Legal Defeasance notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoa Covenant Defeasance. Following If the Issuer exercises a defeasanceLegal Defeasance, payment of such Securities the Bonds may not be accelerated because of due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Issuer, (y) shall execute documents and deliver such instruments in writing as shall be required to reconvey, release, assign and deliver to the Issuer any and all of the Trustee's interest in the Collateral, the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Trustee or otherwise subject to this Indenture, except amounts required to be paid to the Trustee under this Indenture for payment of the Bonds, and (z) shall turn over to the Issuer or to any such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to Northeast Generation Company Indenture -------------------------------------- comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the covenants in this Indenture except as set forth hereinabove, whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or Section or to any other provision herein or in any other document. (b) Notwithstanding Section 14.1(a) above, the obligations of the Issuer pursuant to Sections 2.8, 2.9, Section 2.10 and 9.5 shall survive until the Bonds have been paid in full. Thereafter, the obligations of the Issuer pursuant to Section 9.5 shall survive.

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied for: (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, or interest or premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii2) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv4) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of this First Supplemental Indenture and the operation of Article 4Five and Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.01(h) (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.6 and 8.7 of this First Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a any series, the Company (and any applicable Subsidiary Guarantors) shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such Securities and any coupons appertaining thereto (except as specified below) series on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this the Indenture referred to in clause (iiA) and (B) below of this Section, such series and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of Outstanding Securities of such Securities and any coupons appertaining thereto series to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 12.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 with respect to Securities of any series notwithstanding the prior exercise of its option under Section 4.5 8.03 with respect to such the Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultseries.

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied for: (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i1) the rights of Holders holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, or interest or premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii2) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii3) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv4) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of this Second Supplemental Indenture and the operation of Article 4Five and Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.01(h) (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.6 and 8.7 of this Second Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and any applicable Guarantors) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of (and premium, if any, ) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 12.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon If, at any time after the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesdate hereof, the Company shall be deemed to have been discharged from its obligations deposit with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth Trustee, in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only trust for the purposes benefit of Section 4.7 and the other Sections Holders of this Indenture referred Securities of a particular series (i) funds (in such currency, currencies, currency unit or units in which any Securities of such series are payable) sufficient to in clause pay, or (ii) in the case of this SectionSecurities payable in Dollars, and to have satisfied all its other obligations under such U.S. Government Obligations (as defined below) or in the case of Securities and any coupons appertaining thereto and this Indenture insofar payable in Foreign Currency, Foreign Government Securities (as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the samedefined below), except as will, or will together with the following income thereon without consideration of any reinvestment thereof, be sufficient to pay in the currency or currency unit in which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders Securities of such Securities and any coupons appertaining thereto to receiveseries are payable, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of all sums due for the principal of of, premium, if any, and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Company's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06, 5.02 and any coupons appertaining thereto when such payments are due; 5.07, (ii) rights of Holders to receive payments of the Company’s principal of, premium, if any, and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and of Holders as beneficiaries hereof with respect to the payment of Additional Amountsamounts so deposited with the Trustee, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); and (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and (ivthe Trustee, on the written request of the Company, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 314(e) this Article 4. Subject of the Trust Indenture Act, shall execute and deliver to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding such instruments as shall be requisite to evidence the prior exercise of its option under Section 4.5 satisfaction thereof with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.series. The following terms, as used in this Article Twelve, shall have the following meanings:

Defeasance. Upon the Company’s exercise (a) Subject to clause (d) of the option specified in Section 4.3 applicable to this Section 9.2, Section 9.3 and Section 9.7, the Issuer may at any time terminate: (i) all of its obligations under the Bonds and this Indenture (the "Legal Defeasance Option"); or (ii) its obligations under any provision of Article 4 (except with respect to Section 4.2) and the Securities operation of a series, the Company shall be deemed to have been discharged from its obligations clauses (d) (except with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same4.2), except the following which shall survive until otherwise terminated or discharged hereunder: (c), (d), (e) and (i) of Section 5.1 (the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18"Covenant Defeasance Option"); (iii) provided that the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company Issuer may exercise its option under this Section the Legal Defeasance Option notwithstanding the prior exercise of its option under the Covenant Defeasance Option. (b) If the Issuer elects to exercise the Legal Defeasance Option and all applicable conditions set forth in clause (d) of this Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance9.2 are satisfied, payment of such Securities the Bonds may not be accelerated because of any Indenture Event of Default. If the Issuer elects to exercise the Covenant Defeasance Option and all applicable conditions set forth in clause (d) of this Section 9.2 are satisfied, payment of the Bonds may not be accelerated because of an Event of DefaultDefault specified in clause (d) (except with respect to Section 4.2), (c), (d), (e), (i) of Section 5.1). (c) If the Issuer elects to exercise the Legal Defeasance Option or the Covenant Defeasance Option and all applicable conditions set forth in clause (d) of this Section 9.2 are satisfied, the Bond Trustee shall, upon written request of the Issuer, (i) acknowledge in writing the discharge of such obligations that the Issuer terminates pursuant to this Section 9.2 and (y) execute proper instruments acknowledging the discharge of such obligations. (d) the Issuer may exercise its Legal Defeasance Option or its Covenant Defeasance Option only if the following conditions are satisfied: (i) the Issuer irrevocably deposits (such deposit, the "Defeasance Deposit") in trust with the Bond Trustee Monies or US Government Obligations for the payment of principal of, premium (if any) and interest on the

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Agreement or any Supplement: (a) The Transferor may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified belowthe "Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter “defeasance”a "Defeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company’s Transferors' obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee a Tax Opinion with respect to such Securities deposit and termination of obligations, and (in any coupons appertaining thereto. Following a defeasance, payment case) an Opinion of Counsel to the effect that (A) such Securities may not be accelerated because deposit and termination of an Event of Default.obligations will

Defeasance. Upon Notwithstanding anything to the Company’s exercise of the contrary in this Agreement or any Supplement: (a) The Transferors may at their option specified in Section 4.3 applicable to this Section be discharged from their obligations hereunder with respect to the Securities of any Series or all outstanding Series (each, a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below"Defeased Series") on the date the applicable conditions set forth in Section 4.6 subsection 12.04(c) are satisfied (hereinafter “defeasance”a "Defeasance") but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case). For this purpose; provided, such defeasance means however, that the Company shall be deemed to have paid following rights, obligations, powers, duties and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Investor Certificates of the Defeased Series to receive, solely from the trust funds described fund provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7subsection 12.04(c), payments in respect of the principal of premium, if any, and interest, if any, interest on such Securities and any coupons appertaining thereto Investor Certificates when such payments are due; (ii) the Company’s Transferors' obligations with respect to such Securities Certificates under Sections 3.4, 3.5, 3.6, 9.2 6.04 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)6.05; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section 12.04. (b) Subject to compliance with this Article 4subsection 12.04(c), the Company Transferors at their option may exercise cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of each Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following termination of obligations, and an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by ▇▇▇▇▇'▇, such deposit and termination of obligations would not be a defeasancefraudulent conveyance (based in reliance on certain certificates to the effect that the Receivables and termination of obligations constitute fair value for consideration paid therefor and as to the solvency of the Transferors); 100 (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, payment based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause a Pay-Out Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Pay-Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of Default.such written notice to the Servicer and the Trustee. [END OF ARTICLE XII]

Defeasance. Upon the Company’s exercise of the option specified in Section 4.3 applicable to this Section with respect Notwithstanding anything to the Securities of a series, the Company shall contrary in this Indenture or any Indenture Supplement: (a) The Transferor may at its option be deemed to have been discharged from its obligations hereunder with respect to such Securities and any coupons appertaining thereto Series or all outstanding Series (except as specified beloweach, a "Defeased Series") on the date the applicable conditions set forth in Section 4.6 11.04(c) are satisfied (hereinafter “defeasance”a "Defeasance"). For this purpose; provided, such defeasance means however, that the Company shall be deemed following rights, obligations, powers, duties and immunities will survive with respect to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of such Securities and any coupons appertaining thereto Notes of the Defeased Series to receive, solely from the trust funds described provided for in Section 4.6(a) and as more fully set forth in such Section and in Section 4.711.04(c), payments in respect of the interest on and principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; (ii) the Company’s [Transferor's] [Transferors'] obligations with respect to such Securities Notes under Sections 3.4, 3.5, 3.6, 9.2 2.05 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)2.06; (iii) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Article 4. Section. (b) Subject to compliance with this Article 4Section 11.04(c), the Company Transferor[s] at [its] [their] option may exercise cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following conditions must be satisfied prior to any Defeasance under Section 11.04(a): (i) the Transferor[s] irrevocably [has] [have] deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the [Transferor's] [Transferors'] or any Affiliate of the [Transferor's] [Transferors'] funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, as trust funds in trust in an amount sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the related Indenture Supplements and all amounts owing to the Series Enhancers with respect to each Defeased Series. The Transferor[s] will make these amounts available in cash or Eligible Investments or a combination thereof. The Indenture Trustee will apply all such amounts to pay and discharge the amounts specified above; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferor[s]) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its option under this Section notwithstanding the prior first exercise of its option under right pursuant to this Section 4.5 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferor has delivered to the Indenture Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the definition in Section 1.01, of the term "Tax Opinion" (the preparation and delivery of which will not be at the expense of the Indenture Trustee) with respect to such Securities deposit and any coupons appertaining thereto. Following a defeasancetermination of obligations, payment and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Issuer being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Transferor has delivered to the Indenture Trustee an Officer's Certificate of the Transferor[s] stating that the Transferor[s] reasonably believe[s] that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such Securities may not be accelerated because certification, then cause an Amortization Event with respect to any Series or any event that, with the giving of an notice or the lapse of time, would result in the occurrence of a Amortization Event of Defaultwith respect to any Series; and (v) the Rating Agency Condition has been satisfied.

Defeasance. Upon the Company’s exercise (a) Subject to compliance with and satisfaction of the option specified in Section 4.3 applicable to terms and conditions of Paragraph 4 of this Agreement and the terms and conditions of this Section with respect 6, Borrowers may elect on any Scheduled Payment Date after the earlier of (x) the third (3rd) anniversary of the date of this Agreement or (y) two (2) years from the "startup day" within the meaning of Section 86OG(a)(9) of the IRS Code of a REMIC Trust (defined below) (the "Defeasance Lock-Out Termination Date"), to obtain a Property Release of one or more Properties from the related Security Instruments by delivering to Lender, as security for the payment of a portion of all interest due and to become due throughout the term of the Notes on, and the portion of the principal balance of the Notes equal to the Securities lesser of a series(A) 125 % of the sum of the Allocated Loan Amounts of each of such Release Premises, or (B) the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto then aggregate unpaid principal balance of the Notes, Defeasance Collateral (except as specified defined below) on the date the conditions set forth in Section 4.6 are satisfied with Collateral Value (hereinafter “defeasance”). For this purposedefined below) sufficient, such defeasance means that the Company shall be deemed without consideration of any reinvestment of interest therefrom, to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: pay (i) the rights of Holders of all amounts then due relating to such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect portion of the principal of premiumNotes, if anyincluding accrued interest thereon, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect portion of the outstanding principal amount of the Notes equal to the payment lesser of Additional Amounts(1) 125% of Allocated Loan Amounts of each of such Release Premises or (2) the then aggregate unpaid principal balance of the Notes (the lesser of such amount, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); the "Defeasance Amount") and (iii) the rights, powers, trusts, duties and immunities portion of the Trustee hereunder interest that will become due under such portion of the Notes on any date prior to and including the Maturity Date (ivall such interest as described in this clause (iii) this Article 4together with the Defeasance Amount and such amounts described in clause (i) being hereinafter referred to as the "Defeasance Property"). (b) As a condition to any Defeasance, prior to any Defeasance, Borrowers shall have delivered to Lender: (i) all necessary documents to amend and restate the Note or Notes, as the case may be, to reflect that the Note or Notes, as the case may be, evidence the portion of the principal balance of the Notes that has not been defeased and to issue a substitute note having a principal balance equal to the Defeasance Amount (the "Defeased Note") and another substitute note having a principal balance equal to the undefeased portion of the Note (the "Undefeased Note"). Subject The Undefeased Note shall have terms identical to compliance with this Article 4the terms of the Note, except for the Company may exercise its option under this Section notwithstanding principal balance which shall be equal to the prior exercise undefeased principal portion of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.the

Defeasance. Upon the Company’s exercise under Section 8.1 hereof of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series8.2, the Company shall shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its the obligations thereof with respect to all outstanding Notes of such Securities and any coupons appertaining thereto (except as specified below) Series on the date the conditions set forth in Section 4.6 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 Debt represented by such Securities and any coupons appertaining thereto the outstanding Notes of the applicable Series, which shall thereafter be deemed to be “Outstandingoutstanding” only for the purposes of Section 4.7 8.5 hereof and the other Sections of this Indenture referred to in clause (iia) of this Sectionand (b) below, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto Notes and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, on demand of and at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (ia) the rights of Holders of outstanding Notes of such Securities and any coupons appertaining thereto Series to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are duedue from the trust referred to in Section 8.4(1); (iib) the Company’s obligations with respect to such Securities Notes under Sections 3.42.2, 3.52.3, 3.62.4, 9.2 2.5, 2.6, 2.7, 2.10 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18)4.8 hereof; (iiic) the rights, powers, trusts, duties benefits and immunities of the Trustee hereunder Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights pursuant to Section 3.7 and the Holders’ rights under Section 3.8 and Section 4.6; and (ive) the provisions of this Article 4VIII. Subject to compliance with this Article 4VIII, the Company may exercise its option under this Section 8.2 with respect to either or both Series of Notes notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.3 hereof.

Defeasance. Upon the Company’s 's exercise of the option specified in Section 4.3 applicable to this Section with respect to the Securities of a series, the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “"defeasance”"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “"Outstanding” " only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s 's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default.

Defeasance. Upon Provided that the Company’s exercise of the option specified in Section 4.3 applicable to this Section same has been duly authorized with respect to the Securities of a seriesparticular series pursuant to Section 3.01(11), if, at any time after the date hereof, the Company Issuer shall be deemed to have been discharged from its obligations deposit with respect to such Securities and any coupons appertaining thereto (except as specified below) on the date the conditions set forth Trustee, in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only trust for the purposes benefit of Section 4.7 and the other Sections Holders thereof, (i) funds sufficient, in the opinion of this Indenture referred a nationally recognized firm of independent accountants expressed in a written certification delivered to in clause the Trustee, to pay, or (ii) U.S. Government Obligations (as defined below) as will, or will together with the income thereon without consideration of this Sectionany reinvestment thereof, and be sufficient to have satisfied pay all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of sums due for the principal of (and premium, if any, ) and interest, if any, on the Securities of such series, as they shall become due from time to time, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) the Issuer's or a Guarantor's obligations, as the case may be, with respect to Securities of such series under Sections 3.05, 3.06 and any coupons appertaining thereto when such payments are due; 11.02, (ii) rights of Holders to receive payments of the Company’s principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and of Holders as beneficiaries hereof with respect to the payment of Additional Amountsamounts so deposited with the Trustee, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); and (iii) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding)), and (iv) this Article 4. Subject the Trustee, on the written request of the Issuer or a Guarantor, accompanied by the Officers' Certificate and Opinion of Counsel required by Section 1.02, shall execute and deliver to compliance with this Article 4, the Company may exercise its option under this Section notwithstanding Issuer or a Guarantor such instruments as shall be requisite to evidence the prior exercise of its option under Section 4.5 satisfaction thereof with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Defaultseries.

Defeasance. Upon (a) The Issuer may, at its option and at any time, elect to have all of its obligations and the Company’s exercise obligations of the option specified in Section 4.3 applicable to this Section Subsidiary Guarantors discharged with respect to the Securities of a seriesoutstanding Notes issued under this Indenture, the Company shall be deemed to have been discharged from its obligations Guarantees and, with respect to such Securities and any coupons appertaining thereto the Notes, the Security Documents (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of premiumof, if any, and interest, if any, or interest or premium on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Article 4Section 8.02. (b) The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Subsidiary Guarantors released with respect to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.15, 4.16 and clause (iv) of Section 5.01 of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option Covenant Defeasance option. In the event the Issuer terminates all of its obligations under Section 4.5 the Notes and this Indenture (with respect to such Securities and any coupons appertaining theretoNotes) by exercising its Legal Defeasance option or its Covenant Defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c) (other than with respect to Article 5 (except for clause (iv) thereof)), 6.01(d), 6.01(e), 6.01(f) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(g) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(h) or 6.01(i). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and each other Note Party) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified belowincluding the Securities Guarantees) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto (including the Securities Guarantees) which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause ​ ​ (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities, the Securities and any coupons appertaining thereto Guarantees and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 13.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.

Defeasance. Upon the Company’s exercise (a) The Issuer may, at its option and at any time, elect to have all of the option specified in Section 4.3 applicable to this Section its obligations discharged with respect to the Securities of a series, outstanding Notes issued under the Company shall be deemed to have been discharged from its obligations with respect to such Securities and any coupons appertaining thereto Indenture (“Legal Defeasance”) except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: for: (i) the rights of Holders of such Securities and any coupons appertaining thereto outstanding Notes issued thereunder to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, receive payments in respect of the principal of of, or interest or premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto Notes when such payments are due; due from the trust referred to below; (ii) the CompanyIssuer’s obligations with respect to such Securities under Sections 3.4the Notes issued thereunder concerning issuing temporary Notes, 3.5registration of Notes, 3.6mutilated, 9.2 destroyed, lost or stolen Notes and 9.3 the maintenance of an office or agency for payment and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18); money for security payments held in trust; (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder Trustee, and the Issuer’s obligations in connection therewith; and (iv) this Section 8.2(a). (b) The Issuer may, at its option and at any time, elect to have its obligations released with respect to Sections 4.1, 4.2, 4.3 and 4.4 of this Seventeenth Supplemental Indenture and the operation of Article 4Five of this Seventeenth Supplemental Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Subject to compliance with this Article 4, the Company The Issuer may exercise its Legal Defeasance option under this Section notwithstanding the its prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining theretoCovenant Defeasance option. Following a defeasanceIf the Issuer exercises its Legal Defeasance option, payment of such Securities the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(c), 6.1(d), 6.1(e), 6.1(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(g) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(h) of the Base Indenture or because of the failure of the Issuer to comply with Section 5.1. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 2.9, 7.6 and 7.7 of the Base Indenture and in this Article shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.6 and 8.7 of this Seventeenth Supplemental Indenture shall survive such satisfaction and discharge.

Defeasance. Upon the Company’s exercise (a) Subject to clause (d) of the option specified in Section 4.3 applicable to this Section 9.2, Section 9.3 and Section 9.7, CE Generation may at any time terminate: (i) all of its obligations under the Securities and this Indenture (the "Legal Defeasance Option"); or (ii) (A) its obligations under any provision of Article 5 (except with respect to Section 5.3(a)) and (B) the Securities operation of a series, the Company shall be deemed to have been discharged from its obligations clauses (c) (except with respect to such Securities Section 5.3(a)) and any coupons appertaining thereto (except as specified belowd) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and 6.1 (the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18"Covenant Defeasance Option"); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the Company provided that CE Generation may exercise its option under this Section the Legal Defeasance Option notwithstanding the prior exercise of its option under the Covenant Defeasance Option. (b) If CE Generation elects to exercise the Legal Defeasance Option and all applicable conditions set forth in clause (d) of this Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance9.2 are satisfied, payment of such the Securities may not be accelerated because of any Event of Default. If CE Generation elects to exercise the Covenant Defeasance Option and all applicable conditions set forth in clause (d) of this Section 9.2 are satisfied, payment of the Securities may not be accelerated because of an Event of DefaultDefault specified in clause (c) (except with respect to Section 5.3(a)) or (d) of Section 6.1. (c) If CE Generation elects to exercise the Legal Defeasance Option or the Covenant Defeasance Option and all applicable conditions set forth in clause (d) of this Section 9.2 are satisfied, the Trustee shall, upon request of CE Generation, acknowledge in writing the discharge of such obligations that CE Generation terminates pursuant to this Section 9.2. (d) CE Generation may exercise its Legal Defeasance Option or its Covenant Defeasance Option only if the following conditions are satisfied: (i) CE Generation irrevocably deposits (such deposit, the "Defeasance Deposit") in trust with the Trustee monies or US Government Obligations for the payment of principal of, premium (if any) and interest on the Securities to the final maturity date thereof or the Redemption Date therefor, as the case may be; (ii) CE Generation delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of the deposited US Government Obligations plus any deposited monies without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium (if any) and interest when due on all of the Securities to the final maturity date thereof or the Redemption Date there for, as the case may be; (iii) no Default or Event of Default (other than a Default or an Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities) shall have occurred and be continuing on the date of and after giving effect to the Defeasance Deposit; (iv) the Defeasance Deposit does not constitute a default under any other material agreement binding on CE Generation; (v) in the case of the Legal Defeasance Option, CE Generation shall have delivered to the Trustee an Opinion of Counsel to the effect that, or a court should hold that, the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, which Opinion of Counsel shall be based upon an Internal Revenue Service ruling or a change in the applicable United States federal income tax law or United States Treasury regulations since the Closing Date; (vi) in the case of the Covenant Defeasance Option, CE Generation shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax purposes on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (vii) CE Generation delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated in this Section 9.2 have been complied with; (1) no Default under clause (a), (e) or (f) of Section 6.1 shall have occurred and be continuing on the date of and after giving effect to the Defeasance Deposit and (2) either (x) a notice of redemption has been mailed pursuant to Section 3.4 providing for redemption of all the Securities not more than forty (40) days after such mailing and the provisions of Article 3 with respect to such redemption shall have been complied with or (y) the final maturity date of the Securities will occur within forty (40) days. If the conditions set forth in the foregoing proviso are satisfied, CE Generation shall be deemed to have exercised the Covenant Defeasance Option.

Defeasance. Upon the Company’s exercise (a) Subject to clause (d) of the option specified in Section 4.3 applicable to this Section 8.2, Section 8.3 (Survival of Obligations) and Section 8.7 (Reinstatement), Funding Company may at any time terminate: (i) all of its obligations under the Securities and this Indenture (the "Legal Defeasance Option"); or (ii) its obligations under any provision of Article 4 (Covenants) (except with respect to Section 4.3(a) (Corporate Existence; Compliance with Applicable Laws)) and the Securities operation of a series, the Company shall be deemed to have been discharged from its obligations clauses (d) (except with respect to such Securities and any coupons appertaining thereto Section 4.3(a) (except as specified below) on the date the conditions set forth in Section 4.6 are satisfied (hereinafter “defeasance”Corporate Existence; Compliance with Applicable Laws). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and any coupons appertaining thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 and the other Sections of this Indenture referred to in clause (ii) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except the following which shall survive until otherwise terminated or discharged hereunder: (e) and (i) of Section 5.1 (Events of Default Defined) (the rights of Holders of such Securities and any coupons appertaining thereto to receive, solely from the trust funds described in Section 4.6(a) and as more fully set forth in such Section and in Section 4.7, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; (ii) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as specified pursuant to Section 3.1(b)(18"Covenant Defeasance Option"); (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Article 4. Subject to compliance with this Article 4, the provided that Funding Company may exercise its option under this Section the Legal Defeasance Option notwithstanding the prior exercise of its option under the Covenant Defeasance Option. (b) If Funding Company elects to exercise the Legal Defeasance Option and all applicable conditions set forth in clause (d) of this Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance8.2 are satisfied, payment of such the Securities may not be accelerated because of any Indenture Event of Default. If Funding Company elects to exercise the Covenant Defeasance Option and all applicable conditions set forth in clause (d) of this Section 8.2 are satisfied, payment of the Securities may not be accelerated because of an Event of Default specified in clause (d) (except with respect to Section 4.3(a) (Corporate Existence; Compliance with Applicable Laws)), (e), and (i) of Section 5.1 (Events of Default). (c) If Funding Company elects to exercise the Legal Defeasance Option or the Covenant Defeasance Option and all applicable conditions set forth in clause (d) of this Section 8.2 are satisfied, the Bond Trustee shall, upon request of Funding Company, acknowledge in writing the discharge of such obligations that Funding Company terminates pursuant to this Section 8.2. (d) Funding Company may exercise its Legal Defeasance Option or its Covenant Defeasance Option only if the following conditions are satisfied: (i) Funding Company irrevocably deposits (such deposit, the "Defeasance Deposit") in trust with the Bond Trustee monies or US Government Obligations for the payment of principal of, premium (if any) and interest on the Securities to the Final Maturity Date thereof or the Redemption Date therefor, as the case may be; (ii) Funding Company delivers to the Bond Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment of the deposited US Government Obligations plus any deposited monies without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium (if any) and interest when due on all the Securities to the Final Maturity Date thereof or the Redemption Date therefor, as the case may be; (iii) ninety one (91) days pass after the Defeasance Deposit is made and no Indenture Default or Indenture Event of Default described in clause (f) or (g) of Section 5.1 (Events of Default) shall occur during the ninety one (91) day period and be continuing at the end of such period; provided, however, that the foregoing condition need not be satisfied if at the time of the Defeasance Deposit, Funding Company delivers to the Bond Trustee an Opinion of Counsel to the effect that, or a court should hold that, such deposit would not constitute a preference that could be avoided under Section 547 of the Federal Bankruptcy Code, notwithstanding that ninety one (91) days have not passed since the date of the Defeasance Deposit; (iv) no Indenture Default or Indenture Event of Default (other than an Indenture Default or Indenture Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities) shall have occurred and be continuing on the date of and after giving effect to the Defeasance Deposit; (v) the Defeasance Deposit does not constitute a default under any other agreement binding on Funding Company; (vi) Funding Company delivers to the Bond Trustee an Opinion of Counsel to the effect that, or a court should hold that, the trust resulting from the Defeasance Deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended from time to time; (vii) in the case of the Legal Defeasance Option, Funding Company shall have delivered to the Bond Trustee an Opinion of Counsel to the effect that, or a court should hold that, the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, which Opinion of Counsel shall be based upon an Internal Revenue Service ruling or a change in the applicable United States federal income tax law or United States Treasury regulations since the Closing Date; (viii) in the case of the Covenant Defeasance Option, Funding Company shall have delivered to the Bond Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax purposes on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and (ix) Funding Company delivers to the Bond Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated in this Section 8.2 have been complied with; provided, however, that, notwithstanding the foregoing provisions of this Section 8.2, the conditions set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii) need not be satisfied so long as, at the time Funding Company makes the Defeasance Deposit, (1) no Indenture Default under clause (a), (f) or (g) of Section 5.1 (Events of Default) shall have occurred and be continuing on the date of and after giving effect to the Defeasance Deposit and either (x) a notice of redemption has been mailed pursuant to Section 3.4 (Notice of Redemption) providing for redemption of all the Securities not more than forty (40) days after such mailing and the provisions of Article 3 (Redemption of Securities) with respect to such redemption shall have been complied with or (y) the Final Maturity Date of the Securities will occur within forty (40) days. If the conditions set forth in the foregoing proviso are satisfied, Funding Company shall be deemed to have exercised the Covenant Defeasance Option.

Defeasance. Upon the Company’s exercise of the above option specified in Section 4.3 applicable to this Section with respect to the Securities of a seriesSection, the Company (and each other Note Party) shall be deemed to have been discharged from its obligations with respect to such the Outstanding Securities and any coupons appertaining thereto (except as specified belowincluding the Securities Guarantees) on the date the conditions set forth in Section 4.6 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 such the Outstanding Securities and any coupons appertaining thereto (including the Securities Guarantees) which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 4.7 8.05 and the other Sections of this Indenture referred to in clause (iiA) of this Section, and (B) below and to have satisfied all its other obligations under such Securities, the Securities and any coupons appertaining thereto Guarantees and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall on Company Order execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (iA) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, receive solely from the trust funds fund described in Section 4.6(a) 8.04 and as more fully set forth in such Section and in Section 4.7​ ​ Section, payments in respect of the principal of premium, if any, and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due; , (iiB) the Company’s obligations with respect to such Securities under Sections 3.42.06, 3.52.07 and 2.09, 3.6, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, payable with respect to on such Securities as specified pursuant to contemplated by Section 3.1(b)(18); 13.01, (iiiC) the rights, powers, trusts, duties duties, and immunities of the Trustee hereunder and (ivD) this Article 48. Subject to compliance with this Article 48, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 4.5 with respect to such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated because of an Event of Default8.03.