Common use of Discharge of Liability on Securities; Defeasance Clause in Contracts

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the IssuerIssuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities 4.13 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k6.01(i) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Securities and this Indenture (with respect to such Securities) by exercising its their legal defeasance option or its their covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k)6.01(i) 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 IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (d) Notwithstanding clauses (a) and (b) above, the Issuer’s 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 Securities have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either Subject to Section 8.1(c), when (ii)(x) all the Securities theretofore that have been authenticated and delivered (other than Securities replaced or paid pursuant to Section 2.08 which have been replaced or paid 2.10 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) ), have been delivered to the Trustee for cancellation or (iiy) all of outstanding Securities not theretofore delivered to the Securities (a) Trustee for cancellation have become due and payable, (b) payable or will become due and payable at their stated maturity within one year or (c) if redeemable at the option by reason of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name, and at the expense, of the Issueror otherwise, and the Issuer Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, U.S. Government Obligations Securities, or a combination thereof thereof, in an amount sufficient in the written opinion such amounts as will be sufficient, without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premium, if any, and interest on on, the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity Stated Maturity or redemption, as the case may be; redemption (provided that upon any if such redemption that requires is made as provided in the payment third paragraph of paragraph 5 of the Make-Whole PremiumSecurities, (x) the amount of cash in U.S. dollars, Government Securities, or a combination thereof, that must be irrevocably deposited shall will be sufficient for purposes of this Indenture to the extent that determined using an amount is deposited with the Trustee equal to the Make-Whole assumed Applicable Premium calculated as of the date of such deposit and (y) the notice depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined by such Redemption Date); (ii) in respect of redemptionclause (i)(y), with any deficit as no Event of Default has occurred and is continuing on the date of the redemption only deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to be deposited with effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the Trustee on or prior granting of Liens to the date of the redemption; secure such borrowings); (biii) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have Company has paid or caused to be paid all other sums payable by it under this Indenture; and and (civ) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at Stated Maturity or on the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. If Government Securities shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from an accounting, appraisal or investment banking firm of national standing to the effect set forth in Section 8.2(1). (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.8, 3.9, 3.10, 3.11, 3.14 and 4.15 for the benefit 3.15 and clause (3) of the Securities first paragraph of Section 4.1), and the operation 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 5.01 and Sections 6.01(c6.1(3), 6.01(dSection 6.1(4), 6.01(eSection 6.1(5) (to the extent applicable to any defeased covenants), 6.01(fSection 6.1(6), Section 6.1(7) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(gSection 6.1(8) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries) and Section 6.1(9), 6.01(h), 6.01(i), 6.01(jand the events specified in such Sections shall no longer constitute an Event of Default (the preceding clause (ii) and 6.01(k) (being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In If the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising Company exercises its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents Guarantees in effect at such time shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(3), 6.01(d6.1(4), 6.01(e6.1(5) (to the extent applicable to any of Sections 3.2, 3.3, 3.4, 3.6, 3.8, 3.11 and 3.15), 6.01(fSection 6.1(6), Section 6.1(7) (with respect only to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(gSection 6.1(8) (with respect only to Significant Subsidiaries Subsidiaries) or Section 6.1(9) or because of the Issuer only), 6.01(h), 6.01(i), 6.01(jfailure of the Company to comply with clause (3) or 6.01(k)of the first paragraph of Section 4.1. Upon satisfaction of the conditions set forth herein (including the receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the discharge of such obligations have been satisfied) and upon request and expense of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer Company terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) aboveto the extent relating to a legal defeasance, the IssuerCompany’s obligations Obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.10, 7.072.11, 7.08 2.12, 2.13, 3.12, 3.13, 3.14, 3.16, 3.17, 7.7 and 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the IssuerIssuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 4.12, 4.13, 4.15 and 4.15 4.16 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (but only to the extent that those provisions relate to Defaults with respect to the Securities) (“covenant defeasance option”) for the benefit of the Securities. The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Securities and this Indenture by exercising its their legal defeasance option or its their covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Note Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k)) 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 IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (d) Notwithstanding clauses (a) and (b) above, the Issuer’s 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 and the rights and immunities of the Trustee under this Indenture shall survive until the Securities have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.07, 8.05 and 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either When (i) all the outstanding Securities theretofore authenticated and delivered (other than Securities replaced or paid pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been cancelled or delivered to the Trustee for cancellation or (ii) all of the outstanding Securities (a) have become due and payable, (b) will become due and payable whether at their stated maturity within one year or (c) if redeemable at the option on a redemption date as a result of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving mailing of a notice of redemption by the Trustee pursuant to Article 3 hereof, and, in the namecase of clause (ii), and at the expense, of the Issuer, and the Issuer has Company irrevocably deposited or caused to be deposited deposits with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount funds sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay at maturity or upon redemption of all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced or paid pursuant to Section 2.07) and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premiumApplicable Premium, if any, and interest on if in either case the Securities Company pays all other sums payable under this Indenture, then this Indenture shall, subject to the date Section 8.01(c), cease to be of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may befurther effect; provided that upon any redemption that requires the payment of the Make-Whole Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture Section 8.01 to the extent that an amount is deposited with the Trustee equal to the Make-Whole Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of on the date of redemption (any such amount, the redemption “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any defeasance shall be subject to the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has condition subsequent that such deficit is in fact paid). Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to and at the satisfaction cost and discharge expense of this Indenture have been complied with. the Company. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.10, 4.11, 4.12 4.12, 4.13 and 4.15 for the benefit of the Securities 4.14 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i) and 6.01(j) (but, in the case of Sections 6.01(h) and 6.01(i), 6.01(jwith respect only to Significant Subsidiaries and the Subsidiary Guarantors) and 6.01(kthe limitations contained in Section 5.01(a)(iii) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations). If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h) (with respect only to Significant Subsidiaries and Subsidiary Guarantors), 6.01(i) or because of the Issuer onlyfailure of the Company to comply with Section 5.01(a)(iii). If the Company exercises its legal defeasance option or its covenant defeasance option, 6.01(g) (each Subsidiary Guarantor shall be released from all of its obligations with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k)its Subsidiary Guarantee. 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 Issuer Company terminates. . (c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the IssuerCompany’s obligations in Sections 2.03, 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 Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.077.06, 8.04 and 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenturea) as to When (i) either (A) all outstanding Securities when: (a) either (i) all the Securities theretofore that have been authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid 2.07 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustCompany) have been delivered by the Company to the Trustee for cancellation or (iiB) all of outstanding Securities that have not been delivered by the Securities (a) Company to the Trustee for cancellation have become due and payable, (b) whether at Maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article Three and the Issuer has Company irrevocably deposited deposits or caused causes to be deposited with the Trustee funds in trust solely for the benefit of the Holders cash in U.S. Dollarsdollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities (including Special Interest, if any) to the date of Maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity Maturity or redemptionthe redemption date, as the case may be; provided that , then upon any redemption that requires the payment demand of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company may, at its option, and at any time may elect to terminate (i) all of its and the Guarantors’ obligations under the Securities Securities, the Subsidiary Guarantees and this Indenture (“legal defeasance option”) or (ii) its and the Guarantors’ obligations under Section 5.01(c) and Sections 4.024.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries a Event of the Issuer onlyDefault due to a failure to meet obligations under Section 5.01(c)) and Sections 6.01(d), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlye), 6.01(h), 6.01(i), 6.01(j(f) and 6.01(k(g) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), Sections 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer onlySections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11(a) and 5.01(c)), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlye), 6.01(h), 6.01(i), 6.01(j(f) or 6.01(k(g). 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 Issuer Company terminates. . (c) Notwithstanding clauses subsections (a) and (b) above, the IssuerCompany’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.12, 7.07, 7.08 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) When (i) either (i1) all the Securities theretofore authenticated and delivered (other than that have been authenticated, except lost, stolen or destroyed Securities pursuant to Section 2.08 which that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) paid, have been delivered to the Trustee for cancellation cancelation, or (ii2) all of the Securities (a) that have not been delivered to the Trustee for cancelation have become due and payable, (b) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has Issuers or any Subsidiary Guarantors have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof of cash in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. dollars and non-callable U.S. Government Obligations have been so deposited) Obligations, in amounts sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, cancelation for principal ofprincipal, premium, if any, and accrued and unpaid interest on the Securities to (including additional interest), if any, to, but not including, the date of deposit together with maturity or redemption; (ii) no Default or Event of Default has occurred and is continuing on the date of such deposit; (iii) the Issuers or any Subsidiary Guarantors have paid, or caused to be paid, all sums payable by them under this Indenture; and (iv) the Issuers have delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of the Securities at maturity or redemptionthe redemption date, as the case may be; provided that upon any redemption that requires , then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. In the payment case of the Make-Whole Premiumclause (2) above, the amount deposited Issuers shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee deliver an Officers’ ' Certificate and an Opinion of Counsel stating to the Trustee which shall state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. satisfied. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Securities and this Indenture (“"legal defeasance option”") or (ii) its their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 4.12, 4.13 and 4.15 for the benefit of the Securities 4.14 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e5.01(a)(iii), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) (with respect to Significant Subsidiaries of the Company only) and 6.01(k6.01(i) (“"covenant defeasance option”) for the benefit of the Securities"). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Securities and this Indenture by exercising its their legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents Subsidiary Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), ) (with respect to Significant Subsidiaries only) or 6.01(j) or 6.01(kbecause of the failure of the Issuers to comply with clause (iii) of Section 5.01(a). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s 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 Securities have been paid in full. Thereafter, the Issuer’s Issuers' obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (i1) all the Securities theretofore that have been authenticated and delivered (other than except lost, stolen or destroyed Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such this trust) have been delivered to the Trustee for cancellation or (ii2) (i) all of Securities not delivered to the Securities (a) Trustee for cancellation otherwise have become due and payable, (b) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee cash trust funds in U.S. Dollars, U.S. Government Obligations or a combination thereof trust in an amount of money sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, for principal of(ii) the Company has paid all sums payable by it under this Indenture, premium, if any, and interest on (iii) the Securities to the date of deposit together with Company has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Securities at maturity or on the date of redemption, as the case may be; provided that upon any redemption that requires , and (iv) the payment Trustee, for the benefit of the Make-Whole PremiumHolders, has a valid, perfected, exclusive security interest in this trust. In addition, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee Company must deliver an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c). (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i1) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii2) its obligations under Sections 4.02, 4.084.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.114.10, 4.11 and 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6.01(5) and 6.01(k6.01(6) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(fSections 6.01(5) (with respect to Significant Subsidiaries and 6.01(6) or because of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries failure of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kCompany to comply with Section 5.01(a)(3). 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 Issuer Company terminates. . (c) Notwithstanding clauses Section 8.01 (a) and (b) above, the IssuerCompany’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.04 and 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.7) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at their Stated Maturity or upon redemption, or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the IssuerCompany and the Company irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the Issuer date of their Stated Maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company has irrevocably paid or caused to be paid (or has deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in trust funds pursuant to clause (i) above with respect to the written opinion of a firm of independent public accountants payment of) all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Company. (b) Subject to Sections 8.01(cSection 8.1(c) and 8.02Section 8.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.02Section 4.5 and Section 4.14, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f6.1(3) (with respect clause (ii) being referred to Significant Subsidiaries of as the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In If the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising Company exercises its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under shall be released from its obligations with respect to its Subsidiary Guarantee of Guarantee, and any security for the Securities and all obligations under (other than the Security Documents trust referred to in Section 8.2(1)) shall be terminated simultaneously with the termination of such obligationsreleased. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k6.1(3). 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 Issuer Company terminates. . (c) Notwithstanding clauses (athe provisions of Section 8.1(a) and (b) aboveSection 8.1(b), the Issuer’s obligations of the Company in Sections 2.04Section 2.2, 2.05Section 2.3, 2.06Section 2.4, 2.07Section 2.5, 2.08Section 2.6, 2.09Section 2.7, 7.07Section 2.8, 7.08 Section 2.9, Section 2.10, Section 4.1, Section 4.15, Section 4.16, Section 4.17, Section 4.19, Section 7.7, Section 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations of the Company in Sections 7.07Section 7.7, 8.05 Section 8.4 and 8.06 Section 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to by the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity Stated Maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof funds in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, and premium, if any, and interest on on, the Securities to the date of deposit deposit, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuer and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. (d) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 6.07, 7.06 and 7.07 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.06, 8.05 and 8.06 shall survive such satisfaction and discharge. (e) Subject to Sections 8.01(cSection 8.01(d) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.084.03, 4.094.04, 4.05, 4.06, 4.07, 4.10, 4.11, 4.12 4.13, 4.14, 4.15 and 4.15 for the benefit of the Securities 4.16 and the operation of Section 4.08, Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e) (with respect to Restricted Subsidiaries of the Issuer only), 6.01(f) (with respect to Significant Restricted Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j), 6.01(k) and 6.01(k6.01(l) (“covenant defeasance option”) for the benefit of the Securities). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e) (to the extent such Section 6.01(e) applies to Restricted Subsidiaries), 6.01(f) (with respect to Significant Subsidiaries of the Issuer onlyextent such Section 6.01(f) applies to Restricted Subsidiaries), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j), 6.01(k) or 6.01(k)6.01(l) 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either Subject to Section 8.1(c), when (ii)(x) all the Securities theretofore that have been authenticated and delivered (other than Securities replaced or paid pursuant to Section 2.08 which have been replaced or paid 2.10 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) ), have been delivered to the Trustee for cancellation or (iiy) all of outstanding Securities not theretofore delivered to the Securities (a) Trustee for cancellation have become due and payablepayable by reason of the making of a notice of redemption or otherwise, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at final maturity or redemption; (ii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at final maturity or the Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Issuer (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1). (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.8, 3.9, 3.10, 3.11, 3.15 and 4.15 for the benefit of the Securities 3.18 and Section 4.1 (other than Sections 4.1(a)(1), (2), (4) and (5)), and the operation Issuer 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 5.01 and Sections 6.01(c6.1(3) (as it relates to Section 4.1(a)(3)), 6.01(dSection 6.1 (4) (to the extent applicable to such other defeased covenants), 6.01(eSection 6.1(6), 6.01(fSection 6.1(7) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(gSection 6.1(8) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries) and Section 6.1(9), 6.01(h), 6.01(i), 6.01(jand the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) and 6.01(k) (being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that If the Issuer terminates all of its obligations under the Securities and this Indenture by exercising exercises its legal defeasance option or its covenant defeasance option, the obligations Subsidiary Guarantees in effect at such time shall terminate and, in the case of each Subsidiary Guarantor under its Subsidiary covenant defeasance, the Parent Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligationswill terminate. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(4) (to the extent applicable to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.9, 3.10, 3.11, 3.15 and 3.18), 6.01(dSection 6.1(5), 6.01(eSection 6.1(6), 6.01(fSection 6.1(7) (with respect only to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(gSection 6.1(8) (with respect only to Significant Subsidiaries Subsidiaries), Section 6.1(9) or Section 6.1(10) or because of the failure of the Parent Guarantor or the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kto comply with Section 4.1(a)(3). Upon satisfaction of the conditions set forth herein and upon request and expense of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) aboveto the extent relating to a legal defeasance, the Issuer’s obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.10, 7.072.11, 7.08 2.12, 2.13, 3.1, 3.12, 3.13, 3.14, 3.16, 3.17, 3.19, 7.7 and 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities whenSecurities: (a) either when (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the an Issuer and thereafter repaid to the an Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the IssuerIssuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the an Issuer or a Note Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit redemption or maturity together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuers and/or the Subsidiary Note Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has Issuers have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. The Collateral will be released from the lien securing the Securities as provided in this Indenture and the Collateral Documents upon a satisfaction and discharge in accordance with the provisions described above. Subject to Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations and all obligations of the Note Guarantors under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 4.10 and 4.15 for the benefit of the Securities 4.11 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer onlyany Default under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10 and 4.11), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Holdings only), 6.01(h) (with respect to Significant Subsidiaries of Holdings only), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Issuers may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Note Guarantor under its Subsidiary Note Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant any Default by Holdings or any of its Restricted Subsidiaries with any of the Issuer onlyits obligations under Article IV other than Sections 4.01, 4.09. 4.12 and 4.13), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Holdings only), 6.01(h) (with respect to Significant Subsidiaries of Holdings only), 6.01(i), 6.01(j) (with respect to Significant Subsidiaries of Holdings only) or 6.01(k6.01(j). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (d) Notwithstanding clauses clause (a) and (b) above, the Issuer’s 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 Securities have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article V hereof and the Issuer has Company or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that , then upon any redemption that requires the payment demand of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.3, 4.083.4, 4.093.5, 4.113.6, 4.12 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.17, 3.20 and 4.15 for the benefit of the Securities 4.1(3), and the operation 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 with such covenants shall no longer constitute a Default or an Event of Default under Sections 6.1(3) (only with respect to Section 5.01 and Sections 6.01(c4.1(3)), 6.01(d6.1(4), 6.01(e6.1(5), 6.01(f6.1(6), 6.1(7) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries) and 6.1(8), 6.01(gand the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) (with respect being referred to Significant Subsidiaries of as the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of DefaultDefault and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Sections 6.1(3) (only with respect to Section 6.01(c4.1(3)), 6.01(d6.1(4), 6.01(e6.1(5), 6.01(f6.1(6), 6.1(7) (with respect only to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(jSubsidiaries) or 6.01(k6.1(8). 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 Issuer Company terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the IssuerCompany’s obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.9, 7.072.10, 7.08 2.11, 2.12, 3.1, 3.14, 3.15, 3.16, 3.18, 3.19, 3.21, 6.7, 7.7 and 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. ThereafterAfter the Securities have been paid in full, the IssuerCompany’s obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Issuers deliver to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article V hereof and the Issuer has Issuers irrevocably deposited deposit or caused cause to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Securityholders money in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which each of the Issuers is a party or by which each of the Issuers is bound; (iii) the Issuers have paid or caused to be paid all sums payable under this Indenture and the Securities; and (iv) the Issuers have delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Issuers (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Issuers. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Issuers at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.7, 4.083.9, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities 3.17 and the operation Issuers 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6.14) and 6.01(kthe events specified in such Section shall no longer constitute an Event of Default (clause (ii) (being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Issuers may exercise its their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f6.1 (4) (with respect as such Section relates to Significant Subsidiaries of the Issuer only)Sections 3.7, 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kand 3.9). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the Issuer’s Issuers’ obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.9, 7.072.10, 7.08 2.11, 3.1, 3.13, 3.17, 3.19, 6.7, 7.7, 7.8 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j), 6.01(k) or 6.01(kbecause of the failure of the Issuer to comply with Section 5.01(a)(iv). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either When (i) all the outstanding Securities theretofore authenticated and delivered (other than Securities replaced or paid pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been cancelled or delivered to the Trustee for cancellation or (ii) all of the outstanding Securities (a) have become due and payable, (b) will become due and payable whether at their stated maturity within one year or (c) if redeemable at the option on a redemption date as a result of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving mailing of a notice of redemption by the Trustee pursuant to Article 3 hereof, and, in the namecase of clause (ii), and at the expense, of the Issuer, and the Issuer has Company irrevocably deposited or caused to be deposited deposits with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount funds sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay at maturity or upon redemption of all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced or paid pursuant to Section 2.07) and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premiumApplicable Premium, if any, and interest on Additional Interest, if any, and if in either case the Securities Company pays all other sums payable under this Indenture by the Company, then this Indenture shall, subject to the date Section 8.01(c), cease to be of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may befurther effect; provided that upon any redemption that requires the payment of the Make-Whole Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture Section 8.01 to the extent that an amount is deposited with the Trustee equal to the Make-Whole Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of on the date of redemption (any such amount, the redemption “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any defeasance shall be subject to the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has condition subsequent that such deficit is in fact paid). Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to and at the satisfaction cost and discharge expense of this Indenture have been complied with. the Company. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.10, 4.11, 4.12 4.12, 4.13 and 4.15 for the benefit of the Securities 4.14 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i) and 6.01(j) (but, in the case of Sections 6.01(h) and 6.01(i), 6.01(jwith respect only to Significant Subsidiaries and the Subsidiary Guarantors) and 6.01(kthe limitations contained in Section 5.01(a)(iii) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations). If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e6.02(e), 6.01(f6.02(f), 6.02(g), 6.02(h) (with respect only to Significant Subsidiaries and Subsidiary Guarantors), 6.02(i) or because of the Issuer onlyfailure of the Company to comply with Sections 5.01(a)(iii). If the Company exercises its legal defeasance option or its covenant defeasance option, 6.01(g) (each Subsidiary Guarantor shall be released from all of its obligations with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k)its Subsidiary Guarantee. 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 Issuer Company terminates. . (c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the IssuerCompany’s obligations in Sections 2.03, 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 Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.04 and 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuer and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j), 6.01(k) or 6.01(k)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. . (d) 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Issuers deliver to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity Stated Maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof by the Trustee in the name, name and at the expense, of the Issuer, Issuers; and the Issuer has Issuers or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of deposit together with maturity or redemption; (ii) each of the Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable under this Indenture and the Securities; and (iii) the Issuers have delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Issuers (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ ' Certificate and an Opinion of Counsel from each stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Issuers. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Issuers at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture (“"legal defeasance option”) "), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.16, 3.17, 3.18, 3.19, 6.12, and 4.15 for 4.1(3) and the benefit Issuers may omit to comply with and shall have no liability in respect of the Securities 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3), 6.1(4) and 6.1(5) and the operation of Section 5.01 and Sections 6.01(c6.1(6), 6.01(d6.1(7), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Issuer delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Issuer, Issuer and the Issuer has or any Hanover Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Hanover Guarantor is a party or by which the Issuer or any Hanover Guarantor is bound; (iii) the Issuer or any Hanover Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Issuer has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Issuer (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein 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(c8.1(c) and 8.028.2, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“"legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c"), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.after

Discharge of Liability on Securities; Defeasance. This Indenture shall and all the Notes will be discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of SecuritiesNotes and certain rights of the Trustee and the Issuer’s obligations with respect thereto, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities Notes theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 except Notes which have been replaced or paid pursuant to Section 2.9 and Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their stated maturity Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities Notes to the date of deposit together with irrevocable instructions from (in the Issuer directing the Trustee to apply such funds to the payment thereof at maturity case of Notes that have become due and payable), redemption or redemptiontheir Stated Maturity, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuer and/or the Subsidiary Guarantors have paid all other sums then due and payable under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a) and (b)). The Notes of any applicable series will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes of such series and certain rights of the Trustee and the Issuer’s obligations with respect thereto, as expressly provided for in this Indenture) when: (a) either (i) all the Notes of such series theretofore authenticated and delivered (other than Notes pursuant to Section 2.9 which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes of such series not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or (c) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee money or U.S. Government Obligations in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of deposit (in the case of Notes that have become due and payable), redemption or their Stated Maturity, as the case may be; and (b) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of the applicable series of Notes have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clause (a)). Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer at any time may terminate (i) all of its the Issuer’s obligations under the Securities Notes and this Indenture and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities Article III (other than Section 3.1) and the operation of Section 5.01 4.1 (other than Sections 4.1(a)(i) and 4.1(a)(ii)) and Sections 6.01(c6.1(iii) (with respect to any Default under Article III (other than Section 3.1)), 6.01(d6.1(iv), 6.01(e), 6.01(f6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6.1(vii) and 6.01(k6.1(viii) (“covenant defeasance option”) for the benefit of the Securities). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Securities Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of its obligations under Article III other than Section 3.1), 6.01(d6.1(iv), 6.01(e), 6.01(f6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6.1(vii) or 6.01(k6.1(viii). 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 2.042.8, 2.052.9, 2.062.15, 2.072.16, 2.082.18, 2.092.19, 7.077.6, 7.08 7.7 and in this Article 8 VIII shall survive until the Securities Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.077.6, 8.05 8.5 and 8.06 8.6 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenturea) as to When (i) either (A) all outstanding Securities when: (a) either (i) all the Securities theretofore that have been authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid 2.07 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustCompany) have been delivered by the Company to the Trustee for cancellation or (iiB) all of outstanding Securities that have not been delivered by the Securities (a) Company to the Trustee for cancellation have become due and payable, (b) whether at Maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article Three and the Issuer has Company irrevocably deposited deposits or caused causes to be deposited with the Trustee funds in trust solely for the benefit of the Holders cash in U.S. Dollarsdollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities (including Special Interest, if any) to the date of Maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity Maturity or redemptionthe redemption date, as the case may be; provided that , then upon any redemption that requires the payment demand of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Company, to the Trustee stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company may, at its option, and at any time may elect to terminate (i) all of its and the Guarantors’ obligations under the Securities Securities, the Subsidiary Guarantees and this Indenture (“legal defeasance option”) or (ii) its and the Guarantors’ obligations under Section 5.01(c) and Sections 4.024.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, and 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries an Event of the Issuer onlyDefault due to a failure to meet obligations under Section 5.01(c)) and Sections 6.01(d), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlye), 6.01(h), 6.01(i), 6.01(j(f) and 6.01(k(g) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), Sections 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer onlySections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12(a) and 5.01(c)), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlye), 6.01(h), 6.01(i), 6.01(j(f) or 6.01(k(g). 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 Issuer Company terminates. . (c) Notwithstanding clauses subsections (a) and (b) above, the IssuerCompany’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.13, 7.07, 7.08 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of or transfer or exchange of SecuritiesNotes, as expressly provided for in this Indenture) as to all outstanding Securities whenNotes: (a) either when (i) all the Securities Notes theretofore authenticated and delivered (other than Securities Notes pursuant to Section 2.08 2.7 which have been replaced or paid and Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities Notes (a) have become due and payable, (b) will become due and payable at their stated maturity Stated Maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issueryear, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuer and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith (other than Section 8.1(a)(ii)(c) to the extent that compliance will occur solely upon passage of time). Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer at any time may terminate (i) all of its obligations under the Securities Notes and this Indenture (with respect to such Notes) and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.7, 3.8, 3.9, 3.10 and 4.15 for the benefit of the Securities 3.11 and the operation of Section 5.01 4.1 (other than Sections 4.1(i), (ii) and (vi)) and Sections 6.01(c6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10), 6.01(d6.1(iv), 6.01(e), 6.01(f6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k6.1(vii) (“covenant defeasance option”) for the benefit of the Securities). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities Notes and this Indenture (with respect to such Notes) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of its obligations under Article III other than Sections 3.1, 3.11, 3.15), 6.01(d6.1(iv), 6.01(e), 6.01(f6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6.1(vii) or 6.01(k(with respect to Significant Subsidiaries of the Issuer only) and 6.1(viii). 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. Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.042.3, 2.052.4, 2.062.5, 2.072.6, 2.082.7, 2.092.8, 7.077.6, 7.08 7.7 and in this Article 8 VIII shall survive until the Securities Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.077.6, 8.05 8.5 and 8.06 8.6 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Issuers deliver to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article V hereof and the Issuer has Issuers irrevocably deposited deposit or caused cause to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Securityholders money in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which each of the Issuers is a party or by which each of the Issuers is bound; (iii) the Issuers have paid or caused to be paid all sums payable under this Indenture and the Securities; and (iv) the Issuers have delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Issuers (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Issuers. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Issuers at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.15, 3.17 and 4.15 for 4.1 and the benefit Issuers may omit to comply with and shall have no liability in respect of the Securities 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3), 6.1(4) and 6.1(5) and the operation of Section 5.01 and Sections 6.01(c6.1(6), 6.01(d6.1(7), 6.01(e), 6.01(f6.1(8) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries of the Issuer onlythat would constitute a Significant Subsidiary), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlyor 6.1(9), 6.01(h), 6.01(i), 6.01(jand the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) and 6.01(k) (being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Issuers may exercise its their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(3), 6.01(d6.1(4) (as such Section relates to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.16), 6.01(e6.1(5), 6.01(f6.1(6), 6.1(7), 6.1(8) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.1(9) or because of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries failure of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k)Issuers to comply with Section 4.1. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the Issuer’s Issuers’ obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.9, 7.072.10, 7.08 2.11, 3.1, 3.13, 3.13, 3.14, 3.15, 3.17, 3.18, 3.19, 6.7, 7.7, 7.8 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities of any series when: (a) either (i) all the Securities of such series theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 3.07 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity Stated Maturity within one year or (c) if redeemable at the option of the IssuerCompany, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities of such series to the date of deposit together with irrevocable instructions from the Issuer Company directing the Trustee to apply such funds to the payment thereof at maturity their Stated Maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premiumpremium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionredemption (and any such deficit shall be set forth in a written notice delivered to the Holders and the Trustee at least two (2) Business Days prior to the Redemption Date); (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have Company has paid all other sums payable under this Indenture; and (c) the Issuer Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture with respect to such series relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02Section 12.03, the Issuer Company at any time may terminate (i) all of its obligations under the Securities of any series and this Indenture with respect to such series, except for the obligations set forth in the last paragraph of this Section 12.02 (“legal defeasance option”) ), or (ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 10.02 and 4.15 for the benefit of the Securities 6.05 and the operation of Section 5.01 6.04 and Sections 6.01(c7.01(c), 6.01(d7.01(d), 6.01(e7.01(e), 6.01(f7.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g7.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h7.01(h) and 7.01(i), 6.01(i)and such other provisions as may be specified, 6.01(j) and 6.01(k) as applicable to such Securities, as contemplated in Section 3.01 (“covenant defeasance option”) for the benefit of the such Securities. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities of any series so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c7.01(c), 6.01(d7.01(d), 6.01(e7.01(e), 6.01(f7.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g7.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j7.01(h) or 6.01(k)7.01(i) or because of an Event of Default specified as applicable to such Securities as contemplated in Section 3.01. 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 Issuer Company terminates. Notwithstanding clauses (a) the first and (b) abovesecond paragraphs of this Section 12.02, the IssuerCompany’s obligations in Sections 2.046.02, 2.056.03, 2.0610.03, 2.073.06, 2.083.07, 2.0911.01, 7.07, 7.08 11.07 and in this Article 8 XII shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.0711.01, 8.05 12.06 and 8.06 12.07 shall survive such satisfaction and dischargedischarge or legal defeasance, as the case may be.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) When (i) either (1) the Company delivers to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been delivered to the Trustee for cancellation or (ii2) all of the outstanding Securities (a) have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article Three and the Issuer has Company irrevocably deposited deposits or caused to be deposited with the Trustee cash funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, U.S. Government Obligations Securities, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities (including Additional Interest, if any) to the date of maturity or redemption (other than Securities replaced pursuant to Section 2.07); (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all sums payable under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe redemption date, as the case may be; provided that , then upon any redemption that requires the payment demand of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Section 5.01(c) and Sections 4.024.05, 4.06, 4.07, 4.08, 4.09, 4.114.10 and 4.11(a), 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries a Event of the Issuer onlyDefault due to a failure to meet obligations under Section 5.01(c)), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlyd), 6.01(h(e), 6.01(i), 6.01(j(f) and 6.01(k(g) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(cSections 6.01(d) (with respect to the covenants of Article Four identified in the immediately preceding paragraph and the provisions of 5.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(jf) or 6.01(k(g). 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 Issuer Company terminates. . (c) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.12, 7.07, 7.08 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuer and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 4.12, 4.15 and 4.15 4.17 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k6.01(h) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j), 6.01(k) or 6.01(k)because of the failure of the Issuer to comply with subclause (a)(iv) of 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. . (d) 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity Stated Maturity within one year or (c) if redeemable at the option of the IssuerCompany, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Dollar-denominated Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Dollar-denominated Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Company and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 4.12, 4.15 and 4.15 for the benefit of the Securities 4.16 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k6.01(i) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer Company terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k)6.01(i) or because of the failure of the Company to comply with Section 5.01. 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 Issuer Company terminates. . (d) Notwithstanding clauses (a) and (b) above, the IssuerCompany’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 Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities which shall survive until all Securities have been canceled and indemnifications which shall survive discharge and cancellation of the Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: when either: (a) either (i1) all the Securities theretofore that have been authenticated and delivered (other than except lost, stolen or destroyed Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation or (ii2) (i) all of Securities not delivered to the Securities (a) Trustee for cancellation otherwise have become due and payable, (b) payable or will become due and payable at their stated maturity within one year or (c) if redeemable at the option by reason of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving sending of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, or otherwise and the Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust for the Holders in an amount of money in cash in U.S. Dollars, dollars or U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an amount sufficient Independent Financial Advisor in the written opinion of a firm of independent public accountants delivered writing to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, premium and accrued interest to the date of maturity or redemption, as the case may be) on the Securities not theretofore delivered to the Trustee for cancellation, for principal of(ii) the Issuer has paid all sums payable by it under this Indenture, premium, if any, and interest on (iii) the Securities to the date of deposit together with Issuer has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Securities at maturity or on the date of redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount and (iv) no Default has occurred and is deposited with the Trustee equal to the Make-Whole Premium calculated as of continuing on the date of such deposit (other than a Default resulting from the notice borrowing of redemption, with any deficit as of the date of the redemption only required funds to be deposited with the Trustee on or prior applied to the date of the redemption; (b) the Issuermake such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the Parent Guarantor and/or granting of Liens in connection therewith) and the Subsidiary Guarantors have paid all deposit will not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other sums payable under than this Indenture; and (cIndenture and any other agreement governing Pari Passu Indebtedness to which a similar and simultaneous deposit relates) to which the Issuer has delivered to or any Guarantor is a party or by which the Trustee Issuer or any Guarantor is bound. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the Issuer’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture. (b) Subject to Sections 8.01(c) and Section 8.02, the Issuer at any time may terminate (i1) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.114.10, 4.11 and 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c6.01(3), 6.01(d(4), 6.01(e(5), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6) and 6.01(k6.01(9) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”) for the benefit of the Securities). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. Legal defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the Securities and the Security Guarantees, and this Indenture shall cease to be of further effect as to all outstanding Securities and Security Guarantees, except as to: (1) rights of Holders to receive payments in respect of the principal of, premium and interest on the Securities when such payments are due from the trust referred to in Section 8.02 hereof; (2) the Issuer’s obligations with respect to the Securities under Article 2 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) this Article 8. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Security Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(cSections 6.01(3), 6.01(d(4), 6.01(e(5), 6.01(f(6) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kand 6.01(9). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of or transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities whenSecurities: (a) either when (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the IssuerCompany, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Company and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.094.10, 4.11, 4.12 4.12, 4.15, 4.16 and 4.15 for the benefit of the Securities 4.17 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer onlyany Default under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.10, 4.11, 4.12, 4.15, 4.16 and 4.17), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer Company terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i) (with respect to Significant Subsidiaries of the Company only), 6.01(j) or 6.01(k)) or because of the failure of the Company to comply with Section 5.01. 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 Issuer Company terminates. . (d) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 7.08, 11.07(e), 11.12 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.05 8.05, 8.06 and 8.06 11.12 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (aA) have become due and payable, (bB) will become due and payable at their stated maturity within one year or (cC) if redeemable at the option of the IssuerIssuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof thereof, in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal Accreted Value of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer Nalco Finance LLC directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuers and/or the Subsidiary Guarantors Guarantors, if any, have paid all other sums payable under this Indenture; and (c) the Issuer Nalco Finance LLC has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Securities and this Indenture (“with respect to such Securities) ("legal defeasance option”") or (ii) its their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.11 and 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.01(h), 6.01(i), 6.01(j) (with respect to Significant Subsidiaries of the Issuers only) and 6.01(k6.01(i) (“"covenant defeasance option”) for the benefit of the Securities"). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Securities and this Indenture by exercising its their legal defeasance option or its their covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.01(h)) (with respect to Significant Subsidiaries of the Issuers only) or, 6.01(i), 6.01(j) or 6.01(k)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 IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (d) Notwithstanding clauses (a) and (b) above, the Issuer’s 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 Securities have been paid in full. Thereafter, the Issuer’s Issuers' obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: When (a) either ) (i) the Company delivers to the Trustee all the Securities theretofore authenticated and delivered outstanding Notes for cancellation (other than Securities pursuant to Section 2.08 Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.7 and Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) outstanding Notes have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, (b) will become due and payable at their stated maturity within one year the Company irrevocably deposits or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused causes to be deposited with the Trustee cash as trust funds in U.S. Dollars, U.S. Government Obligations or a combination thereof in trust solely for that purpose an amount of money sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellationat maturity or upon redemption all outstanding Notes, for principal ofincluding interest, premiumpremium and Liquidated Damages, if any, thereon, and interest on the Securities Company pays or causes to be paid all other sums payable hereunder by the date of deposit together with Company, (c) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; and (bd) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. Subject ; then this Indenture shall cease to Sections 8.01(c) and 8.02, the Issuer at any time may terminate be of further effect except for (i) all of its obligations under the Securities provisions set forth in Article 2, Sections 4.1, 4.2, 6.7, 7.7, 8.5, 8.6 and this Indenture (“legal defeasance option”) or 8.7 hereof and (ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 and 4.15 if the Notes have been called for the benefit of the Securities redemption and the operation of Section 5.01 and Sections 6.01(c)redemption date has not occurred, 6.01(d), 6.01(e), 6.01(f) (with respect the Company's obligation to Significant Subsidiaries of pay the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securitiesredemption price on such redemption date. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the satisfaction and discharge of those obligations that this Indenture promptly on demand of the Issuer terminates. Notwithstanding clauses (a) Company after receipt from the Company of an Officers' Certificate and (b) above, an Opinion of Counsel and at the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 cost and in this Article 8 shall survive until expense of the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and dischargeCompany.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) When (i) either (1) the Company delivers to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been delivered to the Trustee for cancellation or (ii2) all of the outstanding Securities (a) have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article Three and the Issuer has Company irrevocably deposited deposits or caused to be deposited with the Trustee cash funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, U.S. Government Obligations Securities, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and interest on the Securities (including Additional Interest, if any) to the date of maturity or redemption (other than Securities replaced pursuant to Section 2.07); (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all sums payable under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe redemption date, as the case may be; provided that , then upon any redemption that requires the payment demand of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (ii) its obligations under Section 5.01(c) and Sections 4.024.05, 4.06, 4.07, 4.08, 4.09, 4.114.10 and 4.11(a), 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries a Event of the Issuer onlyDefault due to a failure to meet obligations under Section 5.01(c)), 6.01(g(d), (e), (f) and (g) (with respect to Significant Subsidiaries of the Issuer only"COVENANT DEFEASANCE OPTION"), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(cSections 6.01(d) (with respect to the covenants of Article Four identified in the immediately preceding paragraph and the provisions of 5.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(jf) or 6.01(k(g). 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 Issuer Company terminates. . (c) Notwithstanding clauses (a) and (b) above, the Issuer’s Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.12, 7.07, 7.08 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities issued hereunder when: (ai) either (ix) all the Securities theretofore authenticated and delivered (other than that have been authenticated, except lost, stolen or destroyed Securities pursuant to Section 2.08 which that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) Company, have been delivered to the Trustee for cancellation cancellation; or (iiy) all of the Securities (a) that have not been delivered to the Trustee for cancellation have become due and payable, (b) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the affected Securities, cash in U.S. Dollarsdollars, U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure (without consideration of any reinvestment of interest) the availability of cash, or a combination thereof thereof, in an amount amounts as will be sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (bii) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have Company has paid or caused to be paid all other sums payable by it under this Indenture; and (ciii) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities at the date of maturity or redemption. In addition, the Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. satisfied. (b) Subject to Sections 8.01(c9.01(c) and 8.029.02, the Issuer Company may at any time may elect to terminate its obligations with respect to any series of Securities (ihereinafter, “Legal Defeasance”) all of its except for obligations under Sections 2.04, 2.07 and 2.08 and obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) TIA on a date the applicable conditions set forth in Section 9.02 are satisfied. The Company may terminate its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries any series of Securities under Sections 4.06, 4.07, 4.08 and 4.09 on a date the Issuer only)applicable conditions set forth in Section 9.02 are satisfied (hereinafter, 6.01(g“Covenant Defeasance”) (and thereafter, any failure to comply with any of Section 4.06, 4.07, 4.08 or 4.09 will not constitute a Default or an Event of Default with respect to Significant Subsidiaries the Securities of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securitiessuch series. The Issuer Company may exercise its legal defeasance Legal Defeasance option with respect to the series of any Securities notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance Covenant Defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of respect to such obligations. series. (c) If the Issuer Company exercises its legal defeasance optionLegal Defeasance option with respect to a series of any Securities, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased such series may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(gthereto. (d) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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 Issuer terminates. Company terminates upon the exercise of the Legal Defeasance option or the Covenant Defeasance option. (e) Notwithstanding clauses (aSection 9.01(a) and or (b) above), the IssuerCompany’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 9.05 and in this Article 8 9.06 shall survive until such time as the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.05 9.05 and 8.06 9.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either Subject to Section 8.1(c), when (i) either (x) all the Securities theretofore that have been authenticated and delivered (other than Securities replaced or paid pursuant to Section 2.08 which have been replaced or paid 2.10 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) ), have been delivered to the Trustee for cancellation or (iiy) all of outstanding Securities not theretofore delivered to the Securities (a) Trustee for cancellation have become due and payablepayable by reason of the making of a notice of redemption or otherwise, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at final maturity or redemption, as the case may be; redemption (provided that upon any if such redemption that requires is made as provided in the payment sixth paragraph of paragraph 5 of the Make-Whole PremiumSecurities, (1) the amount of cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited shall will be sufficient for purposes of this Indenture to the extent that determined using an amount is deposited with the Trustee equal to the Make-Whole assumed Applicable Premium calculated as of the date of such deposit and (2) the notice depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date); (ii) in respect of redemptionclause (i)(y), with any deficit as no Event of Default has occurred and is continuing on the date of the redemption only deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either the Issuer or any Subsidiary Guarantor is a party or by which either the Issuer or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to be deposited with effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the Trustee on or prior granting of Liens to the date of the redemption; secure such borrowings); (biii) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have Issuer has paid or caused to be paid all other sums payable by it under this Indenture; and and (civ) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at final maturity or the Redemption Date, as the case may be, then 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 stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1). (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.8, 3.9, 3.10, 3.11 and 4.15 for the benefit of the Securities 3.15 and Section 4.1 (other than Sections 4.1(a)(1), (2), (4) and (5)), and the operation Issuer 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 5.01 and Sections 6.01(c6.1(3) (as it relates to Section 4.1(a)(3)), 6.01(dSection 6.1 (4) (to the extent applicable to such other defeased covenants), 6.01(eSection 6.1(6), 6.01(fSection 6.1(7) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(gSection 6.1(8) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries) and Section 6.1(9), 6.01(h), 6.01(i), 6.01(jand the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) and 6.01(k) (being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that If the Issuer terminates all of its obligations under the Securities and this Indenture by exercising exercises its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents Guarantees in effect at such time shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(4) (to the extent applicable to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.9, 3.10, 3.11 and 3.15), 6.01(dSection 6.1(5), 6.01(eSection 6.1(6), 6.01(fSection 6.1(7) (with respect only to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(gSection 6.1(8) (with respect only to Significant Subsidiaries Subsidiaries), Section 6.1(9) or Section 6.1(10) or because of the failure of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kto comply with Section 4.1(a)(3). Upon satisfaction of the conditions set forth herein and upon request and expense of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) aboveto the extent relating to a legal defeasance, the Issuer’s obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.10, 7.072.11, 7.08 2.12, 2.13, 3.1, 3.12, 3.13, 3.14, 3.16, 3.17, 3.18, 7.7 and 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either When (i) all the outstanding Securities theretofore authenticated and delivered of any particular series (other than Securities of such series replaced or paid pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.08) have been cancelled or delivered to the Trustee for cancellation or (ii) all outstanding Securities of the Securities (a) any particular series have become due and payable, (b) will whether at maturity or as a result of the transmission of a notice of redemption pursuant to Article 3 hereof, or are by their terms to become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust funds solely for the benefit of Holders of Securities of such series for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited deposits with the Trustee cash in U.S. Dollars, dollars in an amount sufficient or U.S. Government Obligations Obligations, the principal of and interest on which will be sufficient, or a combination thereof in an amount sufficient sufficient, in the written opinion of a an internationally recognized firm of independent certified public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, of and interest on the outstanding Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof series when due at maturity or redemptionupon redemption of, as including interest thereon to maturity or such Redemption Date (other than Securities of such series replaced or paid pursuant to Section 2.08) and if in either case the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required Issuer has paid or caused to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under hereunder by the Issuer, then this Indenture; and (c) Indenture shall, subject to Section 8.01(c), cease to be of further effect with respect to Securities of such series. The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to Securities of such series on demand of the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating reasonably satisfactory to the satisfaction Trustee and discharge at the cost and expense of this Indenture have been complied with. Subject the Issuer. (b) Except as otherwise contemplated by Section 2.01 for Securities of any particular series and subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate with respect to Securities such series (i) all of its obligations under the Securities of such series and this Indenture with respect to such Securities (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 Sections4.03 and 4.15 for the benefit of the Securities 4.06 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d5.01(b), 6.01(e) (the “cross-acceleration provision”), 6.01(f) (the bankruptcy provisions) and 6.01(g) (the winding-up provisions) (with respect to Significant Material Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries Securities of the Issuer only), 6.01(h), 6.01(i), 6.01(j) such series and 6.01(k) any covenant described in any supplemental indenture in respect of such series (“covenant defeasance option”) for the benefit of the Securities). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionoption with respect to Securities of any particular series, payment of the such Securities so defeased may not be accelerated because of an Event of DefaultDefault with respect to the Securities of such series. If the Issuer exercises its covenant defeasance optionoption with respect to Securities of any particular series, payment of the such Securities so defeased may not be accelerated because of an Event of Default specified in Section Sections 6.01(c), 6.01(d), ) to 6.01(e), 6.01(f) (with respect to Significant Subsidiaries the Securities of such series or because of the failure of the Issuer only), 6.01(g) (to comply with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kSection 5.01(b). 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 (aSections 8.01(a) and (b8.01(b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.07 and 7.08 and in this Article 8 with respect to the Securities of any particular series shall survive until the Securities of such series have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Issuer, Company and the Issuer has Company or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Company. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“"legal defeasance option”") or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.19, and 4.15 for 4.1(3) and the benefit Company may omit to comply with and shall have no liability in respect of the Securities 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 constitute a Default or an Event of Default under Section 6.1(3) and 6.1(4) and the operation of Section 5.01 and Sections 6.01(c6.1(6), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) When (i) (x) the Company delivers to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.7) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payablepayable whether at maturity or by reason of the making of a notice of redemption or otherwise, (b) or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer has Company or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash Trustee, as trust funds in trust solely for the benefit of the Holders, money in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as shall be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of deposit together with irrevocable instructions from maturity or redemption; (ii) the Issuer directing Company has paid or caused to be paid all sums payable to the Trustee under this Indenture; (iii) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; and (iv) the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then this Indenture (including the payment Subsidiary Guarantees) shall, subject to Section 8.1(c), cease to be of the Make-Whole Premium, the amount deposited further effect. The Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Company. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company at its option and at any time may terminate (i) terminate all the obligations of its obligations the Company and any Subsidiary Guarantor under the Securities Securities, the Subsidiary Guarantees and this Indenture (“legal defeasance option”) or (ii) its terminate (A) all obligations of any Subsidiary Guarantor under Sections 4.02the Securities, 4.08, 4.09, 4.11, 4.12 the Subsidiary Guarantees and 4.15 for this Indenture and (B) the benefit obligations of the Securities Company and any Subsidiary under Section 3.2, 3.3, 3.4, 3.5, 3.6, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19 and 3.20 and the operation Company and the Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision 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 with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 5.01 and Sections 6.01(c6.1(a)(iv), 6.01(d6.1(a)(v), 6.01(e6.1(a)(vi), 6.01(f6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the Issuer onlylatest audited financial statements of the Company and its Subsidiaries), 6.01(gwould constitute a Significant Subsidiary), 6.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the Issuer onlylatest audited financial statements of the Company and its Subsidiaries), 6.01(hwould constitute a Significant Subsidiary), 6.01(i), 6.01(j6.1(a)(ix) and 6.01(k6.1(a)(x) (clause (ii) being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In If the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising Company exercises its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents Guarantees in effect at such time shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(a)(iv), 6.01(d6.1(a)(v), 6.01(e6.1(a)(vi), 6.01(f6.1(a)(vii) (only with respect to Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the Issuer onlylatest audited financial statements of the Company and its Subsidiaries), 6.01(gwould constitute a Significant Subsidiary), 6.1(a)(viii) (only with respect to Significant Subsidiaries or a group of Subsidiaries that, taken together (as of the Issuer onlylatest audited financial statements of the Company and its Subsidiaries), 6.01(hwould constitute a Significant Subsidiary), 6.01(i), 6.01(j6.1(a)(ix) or 6.01(kand 6.1(a)(x). 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 Issuer Company terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the IssuerCompany’s obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.7, 7.072.8, 7.08 2.9, 2.10, 3.1, 6.7, 6.8, 7.1, 7.2, 7.6, 7.7, 8.1(b) (with respect to legal defeasance), 8.3, 8.4, 8.5 and in this Article 8 8.6 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.076.7, 8.05 7.6, 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Issuer, Company and the Issuer has Company or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, non-callable U.S. Government Obligations Securities, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Company. (b) Subject to Sections 8.01(c8.1(c) and 8.02Section 8.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“"legal defeasance option”) "), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.02Section 3.3, 4.08Section 3.4, 4.09Section 3.5, 4.11Section 3.6, 4.12 Section 3.7, Section 3.8 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c)3.12, 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.and

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) When (i) either (i1) all the Securities theretofore authenticated and delivered (other than that have been authenticated, except lost, stolen or destroyed Securities pursuant to Section 2.08 which that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) paid, have been delivered to the Trustee for cancellation cancelation, or (ii2) all of the Securities (a) that have not been delivered to the Trustee for cancelation have become due and payable, (b) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has Issuers or any Subsidiary Guarantors have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof of cash in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. dollars and non-callable U.S. Government Obligations have been so deposited) Obligations, in amounts sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, cancelation for principal ofprincipal, premium, if any, and accrued and unpaid interest on the Securities to (including additional interest), if any, to, but not including, the date of deposit together with maturity or redemption; (ii) no Default or Event of Default has occurred and is continuing on the date of such deposit; (iii) the Issuers or any Subsidiary Guarantors have paid, or caused to be paid, all sums payable by them under this Indenture; and (iv) the Issuers have delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of the Securities at maturity or redemptionthe redemption date, as the case may be; provided that upon any redemption that requires , then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. In the payment case of the Make-Whole Premiumclause (2) above, the amount deposited Issuers shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee deliver an Officers’ ' Certificate and an Opinion of Counsel stating to the Trustee which shall state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. satisfied. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Securities and this Indenture (“"legal defeasance option”") or (ii) its their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 4.12, 4.13 and 4.15 for the benefit of the Securities 4.14 and the operation of Section 5.01 and Sections 6.01(c5.01(a)(iii), 6.01(d6.01(g), 6.01(e), 6.01(f6.01(h) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g6.01(i) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), ) and 6.01(j) and 6.01(k) (“"covenant defeasance option”) for the benefit of the Securities"). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Securities and this Indenture by exercising its their legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents Subsidiary Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g6.01(i) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Issuers to comply with clause (iii) of Section 5.01(a). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s 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 Securities have been paid in full. Thereafter, the Issuer’s Issuers' obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced or paid pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.10) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article V hereof and the Issuer has Company or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars in an amount, non-callable U.S. Government Obligations Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. dollars and such U.S. Government Obligations have been so deposited) Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor have paid or caused to be paid all sums payable under this Indenture, the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture and release of all Liens on the Collateral with respect to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as Securities on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(2). (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities Securities, this Indenture, the Collateral Documents and this Indenture the Intercreditor Agreement (including all Liens on the Collateral) (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.02Section 3.2, 4.08Section 3.3, 4.09Section 3.4, 4.11Section 3.5, 4.12 Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.11, Section 3.12, Section 3.16, Section 3.19 and 4.15 for the benefit of the Securities Section 4.1(3), and the operation 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 5.01 6.1(4) and Sections 6.01(cSection 6.1(5) (to the extent applicable to such defeased covenants), 6.01(dSection 6.1(6), 6.01(e), 6.01(fSection 6.1(7) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(gSection 6.1(8) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(hSection 6.1(9), 6.01(iSection 6.1(10) and Section 6.1(11), 6.01(jand the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) and 6.01(k) (being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In If the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising Company exercises its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of Guarantees in effect at such time shall terminate and the Securities Liens on the Collateral shall terminate and all obligations under the Security Documents shall be terminated simultaneously released with respect to the termination of such obligationsSecurities. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.1(4) (as such Section relates to Section 3.10 and Section 3.12(b)), 6.01(dSection 6.1(5) (to the extent applicable to Section 3.2, Section 3.3, Section 3.4, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section 3.11, Section 3.12(a), 6.01(eSection 3.16 and Section 3.19)), 6.01(fSection 6.1(6), Section 6.1(7) (with respect only to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(g) , Section 6.1 (8) (with respect only to Significant Subsidiaries Subsidiaries), Section 6.1(9), Section 6.1(10) and Section 6.1(11), or because of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kfailure of the Company to comply with Section 4.1(3). Upon satisfaction of the conditions set forth herein and upon request and expense of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer Company terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) aboveto the extent relating to a legal defeasance, the IssuerCompany’s obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.10, 7.072.11, 7.08 2.12, 2.13, 3.13, 3.14, 3.15, 3.17, 3.18, 6.7, 7.7 and 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the IssuerIssuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 4.12, 4.13 and 4.15 4.16 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (but only to the extent that those provisions relate to Defaults with respect to the Securities) (“covenant defeasance option”) for the benefit of the Securities. The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of its their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Securities and this Indenture by exercising its their legal defeasance option or its their covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee Note Guaranty of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k)) 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 IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (d) Notwithstanding clauses (a) and (b) above, the Issuer’s 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 and the rights and immunities of the Trustee under this Indenture shall survive until the Securities have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.07, 8.05 and 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities when: (a) either The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (i1) all the Securities theretofore that have been authenticated and delivered (other than except lost, stolen or destroyed Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such this trust) have been delivered to the Trustee for cancellation or (ii2) (i) all of Securities not delivered to the Securities (a) Trustee for cancellation otherwise have become due and payable, (b) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust for the Holders in an amount of money in cash in U.S. Dollars, dollars or U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an amount sufficient Independent Financial Advisor in the written opinion of a firm of independent public accountants delivered writing to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, premium and accrued interest to the date of maturity or redemption, as the case may be) on the Securities not theretofore delivered to the Trustee for cancellation, for principal of(ii) the Company has paid all sums payable by it under this Indenture, premium, if any, and interest on (iii) the Securities to the date of deposit together with Company has delivered irrevocable instructions from the Issuer directing in writing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Securities at maturity or on the date of redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount and (iv) no Default has occurred and is deposited with the Trustee equal to the Make-Whole Premium calculated as of continuing on the date of such deposit or will occur as a result of such deposit (other than a Default resulting from the notice borrowing of redemption, with any deficit as of the date of the redemption only required funds to be deposited with the Trustee on or prior applied to the date of the redemption; (b) the Issuermake such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the Parent Guarantor and/or granting of Liens in connection therewith) and the Subsidiary Guarantors have paid all deposit will not result in a breach or violation of, or constitute a default under, the Revolving Credit Facility or any other sums payable under material agreement or material instrument (other than this Indenture; and (c) to which the Issuer has delivered to Company or any Guarantor is a party or by which the Trustee Company or any Guarantor is bound. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c). (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i1) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii2) its obligations under Sections 4.02, 4.084.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.11, 4.12 4.10 and 4.15 for the benefit of the Securities 4.11 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6.01(5) and 6.01(k6.01(6) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(fSections 6.01(5) (with respect to Significant Subsidiaries and 6.01(6) or because of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries failure of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kCompany to comply with Section 5.01(a)(3). 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 Issuer Company terminates. . (c) Notwithstanding clauses (aSection 8.01(a) and (b) above, the IssuerCompany’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.04 and 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Issuers deliver to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced or paid pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.10) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) will become due and payable whether at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for upon redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Section 2.17 hereof and the Issuer has Issuers or any Subsidiary Guarantor irrevocably deposited deposit or caused cause to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars in an amount, non-callable U.S. Government Obligations Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. dollars and such U.S. Government Obligations have been so deposited) Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and any Additional Amounts and accrued interest on the Securities to the date of maturity or redemption; (ii) (1) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with (except as a result of obtaining the funds to finance the deposit or funds to effect such a discharge) or shall occur as a result of such deposit and (2) such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor are a party or by which the Issuers or any Guarantor are bound (other than this Indenture and the Securities); (iii) the Issuers or any Guarantor have paid or caused to be paid all sums payable under this Indenture, the Securities, the Guaranty and the Security Documents (other than contingent indemnification obligations for which a claim has not yet been asserted); and (iv) the Issuers have delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture and release of all Liens on the Collateral with respect to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as Securities on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Issuers (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuers. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(b). (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Securities and Securities, this Indenture and the Security Documents (including all Liens on the Collateral) (“Legal Defeasance Option”), and after giving effect to such legal defeasance option”) defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its their obligations under Sections 4.022.18(b), 4.084.1(b) (other than clauses (6) and (7) therein), 4.094.1(d)(ii), 4.114.1(e), 4.12 4.1(f), 4.1(g), 4.1(h), 4.1(i), 4.1(l), 4.1(m), 4.1(n), 4.1(o), 4.1(p), 4.1(r), 4.1(s), 4.1(t), 4.2(a), 4.2(b), 4.2(c) (but excluding any wind-ups, liquidations, dissolutions, mergers, consolidations or amalgamations involving any Issuer), 4.2(d), 4.2(e), 4.2(f), 4.2(g), 4.2(h), 4.2(j), 4.2(l), 4.2(m), 4.2(n), 4.2(o), 4.2(p), 4.2(q), 4.2(r), 4.3 and 4.15 for 11.6 and the benefit Issuers 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(c) and Section 6.1(d) (to the extent applicable to such defeased covenants), Section 6.1(e), Section 6.1(h), Section 6.1(j), Section 6.1(l), Section 6.1(n) and Section 6.1(r) and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) being referred to as the “Covenant Defeasance Option”), but except as specified above, the remainder of this Indenture, the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination unaffected thereby. The Issuers may exercise their Legal Defeasance Option notwithstanding their prior exercise of such obligationstheir Covenant Defeasance Option. If the Issuer exercises its legal defeasance optionIssuers exercise their Legal Defeasance Option, the Guaranty in effect at such time shall terminate and the Liens on the Collateral shall terminate and shall be released with respect to the Securities. If the Issuers exercise their Legal Defeasance Option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance optionIssuers exercise their Covenant Defeasance Option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(cSections 2.18(b), 6.01(d4.1(b) (other than clauses (6) and (7) therein), 6.01(e4.1(d)(ii), 6.01(f4.1(e), 4.1(f), 4.1(g), 4.1(h), 4.1(i), 4.1(l), 4.1(m), 4.1(n), 4.1(o), 4.1(p), 4.1(r), 4.1(s), 4.1(t), 4.2(a), 4.2(b), 4.2(c) (with respect to Significant Subsidiaries of the Issuer onlybut excluding any wind-ups, liquidations, dissolutions, mergers, consolidations or amalgamations involving any Issuer), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only4.2(d), 6.01(h4.2(e), 6.01(i4.2(f), 6.01(j) or 6.01(k4.2(g), 4.2(h), 4.2(j), 4.2(l), 4.2(m), 4.2(n), 4.2(o), 4.2(p), 4.2(q), 4.2(r), 4.3 and 11.6. Upon satisfaction of the conditions set forth herein and upon request and expense of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. Issuers terminate. (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) aboveto the extent relating to a legal defeasance, the Issuer’s Issuers’ obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.10, 7.072.11, 7.08 2.12, 2.13, 3.4, 4.1(a), 4.1(c), 4.1(d)(i), 4.1(q), 6.8, 6.10, 7.7 and 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.073.4, 8.05 7.7, 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenturea) as to When (i) either (A) all outstanding Securities when: (a) either (i) all the Securities theretofore that have been authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid 2.07 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustCompany) have been delivered by the Company to the Trustee for cancellation or (iiB) all of outstanding Securities that have not been delivered by the Securities (a) Company to the Trustee for cancellation have become due and payable, (b) whether at Maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article III and the Issuer has Company irrevocably deposited deposits or caused causes to be deposited with the Trustee funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities (including Additional Interest, if any) to the date of Maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity Maturity or redemptionthe redemption date, as the case may be; provided that , then upon any redemption that requires the payment demand of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02, the Issuer Company may, at its option, and at any time may elect to terminate (i) all of its and the Guarantors’ obligations under the Securities Securities, the Subsidiary Guarantees and this Indenture (“legal defeasance option”) or (ii) its and the Guarantors’ obligations under Section 5.01(c) and Sections 4.024.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, and 4.12 and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries a Event of the Issuer onlyDefault due to a failure to meet obligations under Section 5.01(c)) and Sections 6.01(d), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlye), 6.01(h), 6.01(i), 6.01(j(f) and 6.01(k(g) (“covenant defeasance option”) for the benefit of the Securities). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), Sections 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer onlySections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 5.01(c)), 6.01(g) (with respect to Significant Subsidiaries of the Issuer onlye), 6.01(h), 6.01(i), 6.01(j(f) or 6.01(k(g). 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 Issuer Company terminates. . (c) Notwithstanding clauses subsections (a) and (b) above, the IssuerCompany’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.13, 7.07, 7.08 7.08, 8.03, 8.04, 8.05 and in this Article 8 8.06 shall survive until the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities issued hereunder when: (ai) either (ix) all the Securities theretofore authenticated and delivered (other than that have been authenticated, except lost, stolen or destroyed Securities pursuant to Section 2.08 which that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) Company, have been delivered to the Trustee for cancellation cancellation; or (iiy) all of the Securities (a) that have not been delivered to the Trustee for cancellation have become due and payable, (b) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the affected Securities, cash in U.S. Dollarsdollars, U.S. non-callable Government Obligations Obligations, or a combination thereof of cash in an amount U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (bii) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have Company or any guarantor of such Securities has paid or caused to be paid all other sums payable by it under this Indenture; and (ciii) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities at maturity or the redemption date. In addition, the Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all conditions precedent to satisfaction and discharge have been satisfied at the cost and expense of the Company, (ii) no Default with respect to the Securities has occurred and is continuing and (iii) such deposit does not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party. (b) Subject to Sections 9.01(c) and 9.02, the Company may at any time elect to terminate some or all of its obligations and all of the obligations of a guarantor, if any, under the outstanding Securities and this Indenture (hereinafter, “legal defeasance optionLegal Defeasance”) or (ii) except for obligations under Sections 2.04, 2.07 and 2.08 and obligations under the TIA. The Company may terminate its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 Section 6.01(4) and 4.15 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f(5) (with respect to Significant Subsidiaries Restricted Subsidiaries) on a date the conditions set forth in Section 9.02 are satisfied (hereinafter, “Covenant Defeasance”) and thereafter, any omission to comply with any covenant referred to above will not constitute a Default or an Event of the Issuer only), 6.01(g) (Default with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer Company may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. . (c) If the Issuer Company exercises its legal defeasance Legal Defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance optionSecurities, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries thereto. (d) If the Company exercises its Legal Defeasance option, each guarantor, if any, shall be released from all of the Issuer only), 6.01(gits obligations under this Indenture. (e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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 Issuer Company terminates. . (f) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 9.05 and in this Article 8 9.06 shall survive until such time as the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.05 9.05 and 8.06 9.06 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Issuer, Company and the Issuer has Company or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, non-callable U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Company. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“"legal defeasance option”) "), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, and 4.15 for 4.1(iii) and the benefit Company may omit to comply with and shall have no liability in respect of the Securities 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3), 6.1(4) and 6.1(5) and the operation of Section 5.01 and Sections 6.01(c6.1(6), 6.01(d6.1(7), 6.01(e6.1(8), 6.01(f6.1(9) (with respect to Significant Subsidiaries of the Issuer onlyand 6.1(10), 6.01(gand the events specified in such Sections shall no longer constitute an Event of Default (clauses (ii) (with respect being referred to Significant Subsidiaries of as the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“"covenant defeasance option”) for "), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In If the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or Company exercises its covenant defeasance option, the obligations of each Company may elect to have any Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of Guarantees in effect at such obligationstime terminate. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default, and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in 6.1(4) (as such Section 6.01(crelates to Sections 3.2 through 3.18), 6.01(d6.1(5) (as such Section relates to Section 3.19), 6.01(e6.1(6), 6.01(f6.1(7), 6.1(8), 6.1(9) (with respect to Significant Subsidiaries or 6.1(10) or because of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries failure of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(kCompany to comply with Section 4.1(iii). 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 Issuer Company terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the Issuer’s Company's obligations in Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.9, 7.072.10, 7.08 2.11, 3.1, 6.7, 7.7, 7.8 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s Company's obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Issuer, Company and the Issuer has Company irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee such amounts (which delivery shall only be required if including principal and any interest payable on such U.S. Government Obligations have been so depositedObligations) as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; (iii) the Company has paid or caused to be paid all sums payable by it under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment of the Make-Whole Premium, the amount deposited Trustee shall be sufficient for purposes acknowledge satisfaction and discharge of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) and at the cost and expense of the Company. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“"legal defeasance option”) "), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.17, and 4.15 for 4.1(3) and the benefit Company may omit to comply with and shall have no liability in respect of the Securities 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 with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3) and 6.1(4) and the operation of Section 5.01 and Sections 6.01(c6.1(6), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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. 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 Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities issued hereunder when: (ai) either (ix) all the Securities theretofore authenticated and delivered (other than that have been authenticated, except lost, stolen or destroyed Securities pursuant to Section 2.08 which that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) Company, have been delivered to the Trustee for cancellation cancellation; or (iiy) all of the Securities (a) that have not been delivered to the Trustee for cancellation have become due and payable, (b) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the affected Securities, cash in U.S. Dollarsdollars, U.S. non-callable Government Obligations Obligations, or a combination thereof of cash in an amount U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest, to pay and discharge the entire Indebtedness indebtedness on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) the Company has paid or caused to be paid all sums payable by it under this Indenture; and (iii) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities at maturity or the Redemption Date. In addition, the Company shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee, upon which the Trustee may conclusively rely, stating that (i) all conditions precedent to satisfaction and discharge have been satisfied at the cost and expense of the Company, (ii) no Default with respect to the Securities has occurred and is continuing and (iii) such deposit does not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party. (b) Subject to Sections 9.01(c) and 9.02, the Company may at any time elect to terminate some or all of its obligations under the outstanding Securities and this Indenture (hereinafter, “Legal Defeasance”) except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.02, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest interest, on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemptionNotes when such payments are due, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the IssuerCompany’s obligations with respect to such Notes under Sections 2.04, 2.07, 2.08, 2.11 and 4.02 of the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Base Indenture; and , (c) the Issuer has delivered rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith, (d) the Company’s obligations incidental to the Trustee an Officers’ Certificate Company’s rights under Section 3.02 hereof and an Opinion (e) this Article 9 and Article IX of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withBase Indenture. Subject to Sections 8.01(c) and 8.02, the Issuer at any time The Company may terminate (i) all of its obligations under Section 4.03 hereof, Sections 4.05 through 4.17 hereof, Section 5.01(d) hereof, Sections 4.07 and 4.09 of the Securities Base Indenture and this Indenture clauses (vii), (viii) and (ix) of Section 6.01 hereof on a date the conditions set forth in Section 9.02 are satisfied (hereinafter, “legal defeasance optionCovenant Defeasance”) and thereafter, any omission to comply with any covenant or (ii) its obligations under Sections 4.02, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit clause referred to above will not constitute a Default or an Event of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (Default with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for the benefit of the Securities. The Issuer Company may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. . (c) If the Issuer Company exercises its legal defeasance Legal Defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance optionSecurities, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(gthereto. (d) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k). 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 Issuer Company terminates. . (e) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 9.05 and in this Article 8 9.06 of the Base Indenture shall survive until such time as the Securities have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.07, 8.05 9.05 and 8.06 9.06 of the Base Indenture shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.1(c), when (except as i)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.9) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) whether at maturity or upon redemption, or will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, pursuant to Article V hereof and the Issuer has Company or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Agreement or any other material instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable to the Trustee under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Securities at maturity or redemptionthe Redemption Date, as the case may be; provided that , then upon any redemption that requires the payment demand of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company. (b) Subject to Sections 8.01(c8.1(c) and 8.028.2, the Issuer Company and the Subsidiary Guarantors at any time may terminate (i) all of its their obligations under the Securities Securities, this Indenture, the Collateral Documents and this Indenture the Intercreditor Agreement, and cause the release of all Collateral under the Collateral Documents (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its their obligations under Sections 4.023.2, 4.083.3, 4.093.4, 4.113.5, 4.12 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.17 and 4.15 for the benefit of the Securities 4.1(3), and the operation 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 with such covenants shall no longer constitute a Default or an Event of Default under Sections 6.1(3) (only with respect to Section 5.01 and Sections 6.01(c4.1(3)), 6.01(d6.1(4) (only with respect to such covenants), 6.01(e6.1(5) (only with respect to such covenants), 6.01(f6.1(6), 6.1(7) (with respect only to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(g6.1(8) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(jor 6.1(10) and 6.01(kthe events specified in such Sections shall no longer constitute an Event of Default (clause (ii) (being referred to as the “covenant defeasance option”) for ), but except as specified above, the benefit remainder of this Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of DefaultDefault and the Subsidiary Guarantees in effect at such time shall terminate. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in under Sections 6.1(3) (only with respect to Section 6.01(c4.1(3)), 6.01(d6.1(4) (only with respect to such covenants), 6.01(e6.1(5) (only with respect to such covenants), 6.01(f6.1(6), 6.1(7) (with respect only to Significant Subsidiaries of the Issuer only), 6.01(gSubsidiaries) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j6.1(8) or 6.01(k6.1(10). 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 Issuer Company terminates. . (c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) above), the IssuerCompany’s obligations in under Sections 2.042.2, 2.052.3, 2.062.4, 2.072.5, 2.082.6, 2.092.9, 7.072.10, 7.08 2.11, 2.12, 3.1, 3.14, 3.15, 3.16, 3.18, 3.19, 3.20, 6.7, 7.7 and 7.8 and in this Article 8 VIII shall survive until the Securities have been paid in full. ThereafterAfter the Securities have been paid in full, the IssuerCompany’s obligations in under Sections 7.077.7, 8.05 8.5 and 8.06 8.6 shall survive such satisfaction and dischargedischarge or defeasance.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities whenSecurities: (a) either when (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if redeemable at the option of the IssuerCompany, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer Company has irrevocably deposited or caused to be deposited with the Trustee funds (i) in respect of the Dollar Securities, cash in U.S. Dollars, U.S. Government Obligations or a combination thereof or (ii) in respect of the Euro Securities, cash in Euros, EU Government Obligations or a combination thereof in each case, in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (b) the Issuer, the Parent Guarantor Company and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Subject to Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Dollar Securities and/or the Euro Securities and this Indenture (“with respect to such Securities) ("legal defeasance option”") or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.15 for the benefit of the Securities 4.13 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i), ) and 6.01(j) and 6.01(k) (“"covenant defeasance option”) for the benefit of the Securities"). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer Company terminates all of its obligations under the Dollar Securities and/or the Euro Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Senior Subordinated Guarantee of the such Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i), ) or 6.01(j) or 6.01(k)because of the failure of the Company to comply with Section 5.01. 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 Issuer Company terminates. . (d) Notwithstanding clauses (a) and (b) above, the Issuer’s Company'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 Securities have been paid in full. Thereafter, the Issuer’s Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease (a) Subject to be of further effect Section 8.01(e) hereof, when (except as 1)(x) the Company delivers to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to the Trustee all outstanding Securities when: (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities replaced pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07 hereof) have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Securities (a) not theretofore delivered for cancellation have become due and payable, (b) will become due and payable at their stated scheduled maturity or (z) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year or (c) if redeemable at the option by reason of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by in accordance with Article 3 hereof or otherwise, (2) the Trustee in the name, and at the expense, of the Issuer, and the Issuer has Company irrevocably deposited deposits or caused causes to be deposited with the Trustee cash as trust funds in trust solely for the benefit of the Holders money in U.S. Dollarsdollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in an amount such amounts as will be sufficient in the written opinion without consideration of a firm any reinvestment of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) interest to pay and discharge the entire Indebtedness on the such Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Securities to the date of Stated Maturity or redemption, (3) no Default has occurred and is continuing on the date of such deposit together with or shall occur as a result of such deposit (other than a Default resulting from the borrowing of funds applied to such deposit), and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound, (4) the Company has paid or caused to be paid all sums then payable by it under this Supplemental Indenture and (5) the Company has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of such Securities at maturity Stated Maturity or redemptionthe Redemption Date, as the case may be; provided that upon any redemption that requires , then the payment Trustee shall acknowledge satisfaction and discharge of this Supplemental Indenture and the obligations of the Make-Whole PremiumCompany and the Guarantors under the Securities and the Subsidiary Guarantees, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as on demand of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; Company (b) the Issuer, the Parent Guarantor and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and (c) the Issuer has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Supplemental Indenture have been complied with. ) and at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02Section 8.02 hereof, the Issuer Company at its option at any time may terminate (i1) all of its obligations obligations, except as specified in Section 8.01(e) hereof, under the Securities and this Supplemental Indenture and all obligations of the Guarantors with respect to their Subsidiary Guarantees (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii2) its obligations under Sections Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, 4.11Section 4.10, 4.12 Section 4.12, and 4.15 for Section 4.18 hereof, except to the benefit extent such obligations are imposed by Section 318(c) of the Securities Trust Indenture Act, and Section 5.01(a)(2) and (3) hereof, and the operation Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section 5.01 or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply with such Sections 6.01(cshall no longer constitute a Default or an Event of Default under Section 6.01(a)(3) (solely as it relates to Section 4.12 or Section 5.01(a)(2) or (3) hereof), 6.01(dSection 6.01(a)(4), 6.01(e), 6.01(fSection 6.01(a)(5) or Section 6.01(a)(6) hereof or (with respect only to Significant Subsidiaries Subsidiaries) Section 6.01(a)(8) hereof, and the events specified in such Sections shall no longer constitute an Event of Default (this clause (2) being referred to as the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (“covenant defeasance option”) for ), but otherwise the benefit remainder of this Supplemental Indenture and the SecuritiesSecurities shall be unaffected thereby. The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In If the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising Company exercises its legal defeasance option or its covenant defeasance option, the each Guarantor shall be released from its obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of the Securities and all obligations under the Security Documents shall be terminated simultaneously with the termination of such obligations. as provided in Section 10.09(b) hereof. (c) If the Issuer Company exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c6.01(a)(3) (solely as it relates to Section 4.12 or Section 5.01(a)(2) or (3)), 6.01(dSection 6.01(a)(4), 6.01(eSection 6.01(a)(5), 6.01(fSection 6.01(a)(6) or (with respect only to Significant Subsidiaries of the Issuer only), 6.01(gSubsidiaries) Section 6.01(a)(8) hereof. (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(jd) or 6.01(k). 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 Issuer Company terminates. . (e) Notwithstanding clauses (athe provisions of Section 8.01(a) and (bSection 8.01(b) abovehereof, the Issuer’s obligations of the Company in Sections 2.04Section 2.03, Section 2.05, Section 2.06, Section 2.07, 2.08, Section 2.09, Section 7.07, Section 7.08 hereof, and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations of the Company in Sections Section 7.07, Section 8.05 and Section 8.06 hereof shall survive such satisfaction and dischargesurvive.