Common use of Discharge of Liability on Notes Clause in Contracts

Discharge of Liability on Notes. (a) When (i) the Issuer delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.11) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), and if in any such case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture, and the obligations of the Issuer and any Guarantor pursuant hereto, shall, subject to Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ obligations under Section 4.13 - Section 4.15, Section 4.17 and Section 4.19 toSection 4.23 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 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 the obligations of the Issuer hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 and 4.04 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer delivers to the Trustee all Outstanding outstanding Notes (other than Notes replaced or paid pursuant to Section 2.112.08) have been canceled or delivered to the Trustee for cancellation or (ii) all Outstanding outstanding Notes have become due and payable payable, whether at Stated Maturity or as a result of receipt of Fundamental Change Purchase Notices or upon exchange or otherwise in respect of all outstanding Notes and the Issuer Company irrevocably deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds in an amount sufficient to pay at Maturity all Outstanding Notes the principal of and interest on the outstanding Notes when due at Stated Maturity or upon any Fundamental Change Purchase Date, including interest thereon to the Maturity Date or Fundamental Change Purchase Date (other than Notes replaced or paid pursuant to Section 2.112.08), and/or the cash portion of the Exchange Consideration and OI Inc. has deposited the applicable number of shares of OI Inc. Common Stock, if any, and if in any such each case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture, and the obligations of the Issuer and any Guarantor pursuant hereto, Indenture shall, subject to Sections 8.01(c) and 8.06Section 8.01(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ obligations under Section 4.13 - Section 4.15, Section 4.17 and Section 4.19 toSection 4.23 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 6.01(h)Company. Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the obligations of the Issuer hereunder except those specified in Section 8.01(c)Company terminates. (cb) Notwithstanding Section 8.01(b)clauses (a) above, the IssuerCompany’s obligations pursuant to in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 2.09, 7.06, 7.07 and 4.04 in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations of the Issuer pursuant to in Sections 7.06, 7.07, 8.04 8.05 and 8.05 8.06 shall survive. Furthermore, the Guarantors’ obligations to pay fully survive such satisfaction and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survivedischarge.

Discharge of Liability on Notes. Defeasance ------------------------------------------- (a) When (i) the Issuer delivers Issuers deliver to the Trustee all Outstanding outstanding Notes (other than Notes replaced pursuant to Section 2.112.7) for cancellation or (ii) all Outstanding outstanding Notes have become due and payable and the Issuer deposits in trustpayable, for the benefit whether at maturity or as a result of the Holdersmailing of a notice of redemption pursuant to Article III hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 91 days under arrangements satisfying the terms of this Indenture, and, in each case of this clause (ii), the Issuers irrevocably deposit or cause to be deposited with the Trustee finally collected funds sufficient to pay at Maturity maturity or upon redemption all Outstanding Notes and outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.112.7), and if in any such either case the Issuer pays Issuers pay all other sums payable hereunder by the IssuerIssuers, then this Indenture, and the obligations of the Issuer and any Guarantor pursuant hereto, Indenture shall, subject to Sections 8.01(c) and 8.06Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Issuers accompanied by an Officers’ ' Certificate and an Opinion of Counsel (each stating from the Issuers that all conditions precedent provided herein provided for relating to the satisfaction and discharge of this Indenture have been complied with) with and at the cost and expense of the IssuerIssuers. (b) Subject to Sections 8.01(c), 8.02 8.1(c) and 8.068.2, the Issuer Issuers at any time may terminate (i) all its of their obligations (and the obligations of the Guarantor in respect of the Guarantee with respect to the Notes) under the Notes and this Indenture and the Notes (“"legal defeasance option”") or (ii) the Guarantors’ their obligations under Section 4.13 - Section 4.15, Section 4.17 and Section Sections 4.2 through 4.19 toSection 4.23 and the operation of Sections 6.01(a5.1(iii), 6.01(b6.1(vi), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 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 the obligations of the Issuer hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 and 4.04 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.6.1

Discharge of Liability on Notes. (a) When (i) the Issuer Grupo Aval Limited delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.10) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Grupo Aval Limited deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.112.10), and if in any such either case the Issuer Grupo Aval Limited pays all other sums payable hereunder by the IssuerGrupo Aval Limited, then this Indenture, and the obligations of the Issuer and any Guarantor Grupo Aval Limited pursuant hereto, shall, subject to Sections 8.01(c8.1(c) and 8.068.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer Grupo Aval Limited accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerGrupo Aval Limited. (b) Subject to Sections 8.01(c8.1(c), 8.02 8.2 and 8.068.6, the Issuer Grupo Aval Limited or Grupo Aval at any time may terminate (i) all its their respective obligations under this Indenture Indenture, the Notes and the Notes Guarantees (“legal defeasance optionLegal Defeasance Option”) or (ii) the Guarantors’ their respective obligations under Section 4.13 - Section 4.15Sections 4.2, Section 4.17 4.3, 4.7 and Section 4.19 toSection 4.23 5.1 (ii), and the operation of Sections 6.01(aclauses (1), 6.01(b(2), 6.01(c), 6.01(d) 6.01(e(3) and 6.01(h(4) of Section 6.1 (“covenant defeasance optionCovenant Defeasance Option”). The legal defeasance option Legal Defeasance Option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminateCovenant Defeasance Option. If the legal defeasance option Legal Defeasance Option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option Covenant Defeasance Option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(aclause (1), 6.01(b(2), 6.01(c), 6.01(d), 6.01(e(3) and 6.01(h)or (4) of Section 6.1. Upon satisfaction of the conditions set forth herein and upon written request of the IssuerGrupo Aval Limited or Grupo Aval, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Grupo Aval Limited and Grupo Aval hereunder except those specified in Section 8.01(c8.1(c). (c) Notwithstanding Section 8.01(b8.1(b), Grupo Aval Limited’s or Grupo Aval’s obligations, as the Issuer’s obligations case may be, pursuant to Sections 2.042.3, 2.052.4, 2.062.5, 2.072.6, 2.082.9, 2.09 2.10, 4.2, 7.6, 7.7, 7.8, 8.4, 8.5, 8.6, 11.5, 11.6, 11.7, 11.8, 11.9 and 4.04 11.11 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Grupo Aval Limited and Grupo Aval pursuant to Sections 7.067.6, 7.077.7, 8.04 8.4 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture 8.5 shall survive.

Discharge of Liability on Notes. (a) [Intentionally omitted.] (b) When (i) the Issuer Company or the Guarantor delivers to the Trustee all Outstanding Notes (other than replacement Notes replaced pursuant to Section 2.112.8) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company or the Guarantor irrevocably deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity maturity all Outstanding Notes and interest thereon (including Additional Interest, if any) thereon, and any Additional Amounts due with respect thereto (other than replacement Notes replaced pursuant to Section 2.112.8), and if in any such case the Issuer Company or the Guarantor pays all other sums payable hereunder by the IssuerCompany, then this Indenture, and the obligations of the Issuer Company and any the Guarantor pursuant hereto, shall, subject to Sections 8.01(c8.1(d) and 8.068.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or the Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerGuarantor. (bc) Subject to Sections 8.01(c8.1(d), 8.02 8.2 and 8.068.6, the Issuer Company and the Guarantor at any time may terminate (i) all its their respective obligations under this Indenture Indenture, the Notes and the Notes Guarantee (“legal defeasance option”) or (ii) the Guarantors’ their respective obligations under Section 4.13 - Section 4.15Sections 4.6, Section 4.17 4.8, 4.9, 4.10, 4.11, 5.1(ii) and Section 4.19 toSection 4.23 5.3 and the operation of Sections 6.01(a6.1(1), 6.01(b6.1(2), 6.01(c6.1(3), 6.01(d) 6.01(e6.1(4) and 6.01(h6.1(5) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(aSection 6.1(1), 6.01(b6.1(2), 6.01(c6.1(3), 6.01(d), 6.01(e6.1(4) and 6.01(hor 6.1(5). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Company and the Guarantor hereunder except those specified in Section 8.01(c8.1(d). (cd) Notwithstanding Section 8.01(bSections 8.1(b) and 8.1(c), the IssuerCompany’s obligations or the Guarantor’s obligations, as the case may be, pursuant to Sections 2.042.3, 2.052.4, 2.062.5, 2.072.6, 2.082.7, 2.09 2.8, 4.7, 7.6, 7.7, 8.5 and 4.04 8.6 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company or the Guarantor, as the case may be, pursuant to Sections 7.067.6, 7.077.7, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture 8.5 shall survive. (e) Subject to Section 8.2, in the event that the Company or the Guarantor exercises the legal defeasance option, the Guarantee shall terminate and be of no further force or effect.

Discharge of Liability on Notes. (a) When (i) the Issuer Company or any Guarantor delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company or any Guarantor deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), 2.08 and if in any such case the Issuer Company or any Guarantor pays all other sums payable hereunder by the IssuerCompany or such Guarantor, then this Indenture, and the obligations of the Issuer Company and any Guarantor the Guarantors pursuant hereto, shall, subject to Sections 8.01(c8.01(d) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or any Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany or any Guarantor. (b) Subject to Sections 8.01(c8.01(d), 8.02 and 8.06, the Issuer Company or any Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ its obligations under Section 4.13 - Section 4.15Sections 4.07, Section 4.17 4.08, 4.09, 5.01(iii) and Section 4.19 toSection 4.23 5.02 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) ), 6.01(e) and 6.01(h6.01(j) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer Company or any Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ each Guarantor’s obligations under the Guarantee shall its Note Guaranty will terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 6.01(hor 6.01(j). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany or any Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Company or any Guarantor hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 4.06, 7.06, 7.07, 8.04, 8.05 and 4.04 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company or the applicable Guarantor pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ each Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer Company or any Guarantor to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at the Stated Maturity Date all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.112.08), and if in any such case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture, and the obligations of the Issuer and any the Guarantor pursuant hereto, shall, subject to Sections 8.01(c7.01(c) and 8.067.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c7.01(c), 8.02 7.02 and 8.067.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal ―legal defeasance option”option‖) or (ii) the Guarantors’ Guarantor’s obligations under Section 4.13 Sections 4.06 - Section 4.15, Section 4.17 and Section 4.19 toSection 4.23 4.12 and the operation of Sections 6.01(a5.01(a), 6.01(b5.01(b), 6.01(c5.01(c), 6.01(d) 6.01(e5.01(d) and 6.01(h5.01(f) (“covenant ―covenant defeasance option”option‖). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ Guarantor’s obligations under the Guarantee its Note Guaranty shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a5.01(a), 6.01(b5.01(b), 6.01(c5.01(c), 6.01(d), 6.01(e5.01(d) and 6.01(h5.01(f). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer hereunder except those specified in Section 8.01(c7.01(c). (c) Notwithstanding Section 8.01(bSections 7.01(b), the Issuer’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 6.06, 6.07, 6.04, 6.05 and 4.04 6.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.066.06, 7.076.07, 8.04 7.04 and 8.05 7.05 shall survive. Furthermore, the Guarantors’ Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer Company delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.8) for cancellation or (ii) all Outstanding Notes have become due and payable payable, whether on a Redemption Date as a result of the mailing of a notice of redemption pursuant to Article 3 or at the Stated Maturity of the Notes, and the Issuer Company deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest Interest thereon (other than Notes replaced pursuant to Section 2.112.8), and if in any such either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture, and the obligations of the Issuer and any Guarantor Company pursuant hereto, shall, subject to Sections 8.01(c8.1(c) and 8.068.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany. (b) Subject to Sections 8.01(c8.1(c), 8.02 8.2 and 8.068.6, the Issuer Company at any time may terminate (i) all of its respective obligations under this Indenture and the Notes (“legal defeasance optionLegal Defeasance Option”) or (ii) the Guarantors’ its respective obligations under Section 4.13 - Section 4.15Sections 3.10, Section 4.17 4.6, 4.7, 4.8, 4.9, 4.10, 5.1 and Section 4.19 toSection 4.23 5.3 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) Section 6.1 (“covenant defeasance optionCovenant Defeasance Option”). The legal defeasance option Legal Defeasance Option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminateCovenant Defeasance Option. If the legal defeasance option Legal Defeasance Option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option Covenant Defeasance Option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 6.01(h)Section 6.1. Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Company hereunder except those specified in Section 8.01(c8.1(c). (c) Notwithstanding Section 8.01(b8.1(b), the IssuerCompany’s obligations pursuant to Sections 2.042.3, 2.052.4, 2.062.5, 2.072.6, 2.082.7, 2.09 2.8, 4.2, 4.5, 7.6, 7.7, 8.4, 8.5 and 4.04 8.6 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company pursuant to Sections 7.067.6, 7.077.7, 8.04 8.4 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture 8.5 shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at the Stated Maturity Date all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.112.08), and if in any such case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture, and the obligations of the Issuer and any the Guarantor pursuant hereto, shall, subject to Sections 8.01(c7.01(c) and 8.067.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c7.01(c), 8.02 7.02 and 8.067.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ Guarantor’s obligations under Section 4.13 Sections 4.06 - Section 4.15, Section 4.17 and Section 4.19 toSection 4.23 4.12 and the operation of Sections 6.01(a5.01(a), 6.01(b5.01(b), 6.01(c5.01(c), 6.01(d) 6.01(e5.01(d) and 6.01(h5.01(f) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ Guarantor’s obligations under the Guarantee its Note Guaranty shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a5.01(a), 6.01(b5.01(b), 6.01(c5.01(c), 6.01(d), 6.01(e5.01(d) and 6.01(h5.01(f). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer hereunder except those specified in Section 8.01(c7.01(c). (c) Notwithstanding Section 8.01(bSections 7.01(b), the Issuer’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 6.06, 6.07, 6.04, 6.05 and 4.04 6.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.066.06, 7.076.07, 8.04 7.04 and 8.05 7.05 shall survive. Furthermore, the Guarantors’ Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer Grupo Aval Limited delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.10) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Grupo Aval Limited deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.112.10), and if in any such either case the Issuer Grupo Aval Limited pays all other sums payable hereunder by the IssuerGrupo Aval Limited, then this Indenture, and the obligations of the Issuer and any Guarantor Grupo Aval Limited pursuant hereto, shall, subject to Sections 8.01(c8.1(c) and 8.068.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer Grupo Aval Limited accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerGrupo Aval Limited. (b) Subject to Sections 8.01(c8.1(c), 8.02 8.2 and 8.068.6, the Issuer Grupo Aval Limited or Grupo Aval at any time may terminate (i) all its their respective obligations under this Indenture Indenture, the Notes and the Notes Guarantees (“legal defeasance optionLegal Defeasance Option”) or (ii) the Guarantors’ their respective obligations under Section 4.13 - Section 4.15Sections 4.2, Section 4.17 4.3, 4.7 and Section 4.19 toSection 4.23 5.1 (ii), and the operation of Sections 6.01(aclauses (1), 6.01(b(2), 6.01(c), 6.01(d) 6.01(e(3) and 6.01(h(4) of Section 6.1 (“covenant defeasance optionCovenant Defeasance Option”). The legal defeasance option Legal Defeasance Option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminateCovenant Defeasance Option. If the legal defeasance option Legal Defeasance Option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option Covenant Defeasance ​ ​ ​ Option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(aclause (1), 6.01(b(2), 6.01(c), 6.01(d), 6.01(e(3) and 6.01(h)or (4) of Section 6.1. Upon satisfaction of the conditions set forth herein and upon written request of the IssuerGrupo Aval Limited or Grupo Aval, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Grupo Aval Limited and Grupo Aval hereunder except those specified in Section 8.01(c8.1(c). (c) Notwithstanding Section 8.01(b8.1(b), Grupo Aval Limited’s or Grupo Aval’s obligations, as the Issuer’s obligations case may be, pursuant to Sections 2.042.3, 2.052.4, 2.062.5, 2.072.6, 2.082.9, 2.09 2.10, 4.2, 7.6, 7.7, 7.8, 8.4, 8.5, 8.6, 11.5, 11.6, 11.7, 11.8, 11.9, 11.11, 11.13, 11.14 and 4.04 11.15 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Grupo Aval Limited and Grupo Aval pursuant to Sections 7.067.6, 7.077.7, 8.04 8.4 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture 8.5 shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer Company delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.09) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.112.09), and if in any such case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture, and the obligations of the Issuer Company and any Guarantor the Guarantors pursuant hereto, shall, subject to Sections 8.01(c8.01(b) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. (ba) Subject to Sections 8.01(c8.01(b), 8.02 and 8.06, the Issuer Company at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ its obligations under Section 4.13 - Section 4.15Sections 4.07 (other than clause (b)), Section 4.17 4.11, 5.01(iii) and Section 4.19 toSection 4.23 5.03 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h6.01(d) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer Company of the legal defeasance option or the covenant defeasance option, the Guarantors’ each Guarantor’s obligations under the Guarantee shall its Notes Guaranty will terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections Section 6.01(a), 6.01(b), ) or 6.01(c), 6.01(d), 6.01(e) and 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the The Trustee shall acknowledge in writing the satisfaction and discharge of the Company’s obligations of the Issuer hereunder (except those specified in Section 8.01(c8.01(b).) on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company (cb) Notwithstanding Section Sections 8.01(a) and 8.01(b), the IssuerCompany’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.082.09, 2.09 4.06, 7.06, 7.07, 8.04, 8.05 and 4.04 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ each Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer Company to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.11) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity on a Redemption Date, declaration of acceleration or otherwise, all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), and if in any such case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture, and the obligations of the Issuer and any Guarantor pursuant hereto, shall, subject to Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ obligations under Section 4.13 - Section 4.15, Section 4.17 and Section 4.19 toSection 4.23 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 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 the obligations of the Issuer hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.04, 2.05, 2.06, 2.07, 2.08Error! Reference source not found., 2.09 and 4.04 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer Company or any Guarantor delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company or any Guarantor deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), 2.08 and if in any such case the Issuer Company or any Guarantor pays all other sums payable hereunder by the IssuerCompany or such Guarantor, then this Indenture, and the obligations of the Issuer Company and any Guarantor the Guarantors pursuant hereto, shall, subject to Sections 8.01(c8.01(d) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or any Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany or any Guarantor. (b) Subject to Sections 8.01(c8.01(d), 8.02 and 8.06, the Issuer Company or any Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ its obligations under Section 4.13 - Section 4.15Sections 4.07, Section 4.17 4.08, 4.09, 5.01(iii) and Section 4.19 toSection 4.23 5.02 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) ), 6.01(e) and 6.01(h6.01(j) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer Company or any Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ each Guarantor’s obligations under the Guarantee shall its Note Guaranty will terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 6.01(h)or 6.01(j) . Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany or any Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Company or any Guarantor hereunder except those specified in Section 8.01(c)) . (c) Notwithstanding Section 8.01 and Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 4.06, 7.06, 7.07, 8.04, 8.05 and 4.04 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company or the applicable Guarantor pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ each Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer Company or any Guarantor to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer Company delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.112.08), and if in any such case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture, and the obligations of the Issuer Company and any Guarantor the Guarantors pursuant hereto, shall, subject to Sections 8.01(c8.01(d) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany. (b) Subject to Sections 8.01(c8.01(d), 8.02 and 8.06, the Issuer Company at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ its obligations under Section 4.13 - Section 4.15Sections 4.07, Section 4.17 4.08, 4.09, 5.01(iii) and Section 4.19 toSection 4.23 5.03 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h6.01(d) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer Company of the legal defeasance option or the covenant defeasance option, the Guarantors’ each Guarantor’s obligations under the Guarantee shall its Note Guaranty will terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections Section 6.01(a), 6.01(b), ) or 6.01(c), 6.01(d), 6.01(e) and 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Company hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section Sections 8.01(b) and 8.01(c), the IssuerCompany’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 4.06, 7.06, 7.07, 8.04, 8.05 and 4.04 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ each Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer Company to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.11) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity on a Redemption Date, declaration of acceleration or otherwise, all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), and if in any such case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture, and the obligations of the Issuer and any Guarantor pursuant hereto, shall, subject to Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ obligations under Section 4.13 - Section 4.15, Section 4.17 and Section 4.19 toSection 4.23 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 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 the obligations of the Issuer hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.04, 2.05, 2.06, 2.07, 2.082.04, 2.09 and 4.04 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer Company or any Guarantor delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company or any Guarantor deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), 2.08 and if in any such case the Issuer Company or any Guarantor pays all other sums payable hereunder by the IssuerCompany or such Guarantor, then this Indenture, and the obligations of the Issuer Company and any Guarantor the Guarantors pursuant hereto, shall, subject to Sections 8.01(c8.01(d) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or any Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany or any Guarantor. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer Company or any Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ its obligations under Section 4.13 - Section 4.15Sections 4.07, Section 4.17 4.08, 4.09, 5.01(iii) and Section 4.19 toSection 4.23 5.02 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) ), 6.01(e) and 6.01(h6.01(j) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer Company or any Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ each Guarantor’s obligations under the Guarantee shall its Note Guaranty will terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 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 the obligations of the Issuer hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 and 4.04 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. Defeasance ------------------------------------------- (a) When (i) the Issuer delivers to the Trustee all Outstanding outstanding Notes (other than Notes replaced pursuant to Section 2.112.7) for cancellation or (ii) all Outstanding outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will become due and payable and at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 91 days under arrangements satisfying the terms of this Indenture, and, in each case of this clause (ii), the Issuer irrevocably deposits in trust, for the benefit of the Holders, or causes to be deposited with the Trustee finally collected funds sufficient to pay at Maturity maturity or upon redemption all Outstanding Notes and outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.112.7), and if in any such either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture, and the obligations of the Issuer and any Guarantor pursuant hereto, Indenture shall, subject to Sections 8.01(c) and 8.06Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel (each stating from the Issuer that all conditions precedent provided herein provided for relating to the satisfaction and discharge of this Indenture have been complied with) with and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 8.1(c) and 8.068.2, the Issuer at any time may terminate (i) all of its obligations (and the obligations of the Guarantor under the Notes, this Indenture and the Notes Guarantee (“"legal defeasance option”") or (ii) the Guarantors’ all of its obligations under Section 4.13 - Section 4.15, Section 4.17 (and Section 4.19 toSection 4.23 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Guarantee shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 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 all of the obligations of the Issuer hereunder except those specified in Guarantor) under Sections 4.2 through 4.14 and the operation of Section 8.01(c). 6.1(vi) (c) Notwithstanding Section 8.01(bbut only with respect to a Significant Subsidiary), the Issuer’s obligations pursuant to Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 and 4.04 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer to the Trustee under this Indenture shall survive.6.1

Discharge of Liability on Notes. (a) When (i) the Issuer Company or any Guarantor delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company or any Guarantor deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.11), 2.08 and if in any such case the Issuer Company or any Guarantor pays all other sums payable hereunder by the IssuerCompany or such Guarantor, then this Indenture, and the obligations of the Issuer Company and any Guarantor the Guarantors pursuant hereto, shall, subject to Sections 8.01(c8.01(d) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or any Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany or any Guarantor. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer Company or any Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ its obligations under Section 4.13 - Section 4.15Sections 4.07, Section 4.17 4.08, 4.09, 5.01(iii) and Section 4.19 toSection 4.23 5.02 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) ), 6.01(e) and 6.01(h6.01(j) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer Company or any Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ each Guarantor’s obligations under the Guarantee shall its Note Guaranty will terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d), 6.01(e) and 6.01(hor 6.01(j). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany or any Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Company or any Guarantor hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), the Issuer’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 4.06, 7.06, 7.07, 8.04, 8.05 and 4.04 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company or the applicable Guarantor pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ each Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer Company or any Guarantor to the Trustee under this Indenture shall survive.

Discharge of Liability on Notes. (a) When (i) the Issuer Company delivers to the Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.112.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Issuer Company deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Notes and interest thereon (other than Notes replaced pursuant to Section 2.112.08), and if in any such case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture, and the obligations of the Issuer Company and any Guarantor the Guarantors pursuant hereto, shall, subject to Sections 8.01(c8.01(d) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the IssuerCompany. (b) Subject to Sections 8.01(c8.01(d), 8.02 and 8.06, the Issuer Company at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) the Guarantors’ its obligations under Section 4.13 - Section 4.15Sections 4.07, Section 4.17 4.08, 4.10, 5.01(iii) and Section 4.19 toSection 4.23 5.03 and the operation of Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) and 6.01(e) and 6.01(h) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer Company of the legal defeasance option or the covenant defeasance option, the Guarantors’ each Guarantor’s obligations under the Guarantee its Note Guaranty shall terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections Section 6.01(a), 6.01(b), 6.01(c), ) or 6.01(d), 6.01(e) and 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer Company hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section Sections 8.01(b) and 8.01(c), the IssuerCompany’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09 4.06, 7.06, 7.07, 8.04, 8.05 and 4.04 8.06 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Issuer Company pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ each Guarantor’s obligations to pay fully and punctually all amounts payable by the Issuer Company to the Trustee under this Indenture shall survive.