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

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.04) for cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section 8.01(c) and Section 8.02, the 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 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 and the operation of Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Issuer or the Company delivers to the Trustee all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.07) for cancelation cancellation or (ii) all outstanding Securities Notes have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, 3 and the Issuer or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon permissible redemption all outstanding SecuritiesNotes, including interest thereon to maturity or such redemption date (other than Securities Notes replaced pursuant to Section 2.082.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by with respect to the CompanyNotes, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture upon satisfaction of the conditions set for in clause (i) or (ii) above on demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCounsel. (b) Subject to Section Sections 8.01(c) ), 8.02 and Section 8.028.06, the Issuer or the Company at any time may terminate (i) all of its the Issuer's and the Company's obligations under the Securities Notes and under this Indenture with respect thereto (“"legal defeasance option”") or (ii) its the Issuer's and the Company's obligations under Section 4.02, Section Sections 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.18 and 4.19 and the operation of Sections 6.01(d) and 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or 6.01(f) arises from a Default under a Section 6.01(e), Section 6.01(f), Section otherwise subject to covenant defeasance) and the operation of Sections 6.01(g), Section 6.01(h)) with respect to Significant Subsidiaries, Section 6.01(i), Section 6.01(j), 6.01(k), and Section 6.01(k5.01 (iii) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“"covenant defeasance option”"). The Issuer or the Company may exercise its the legal defeasance option notwithstanding its the prior exercise of its the covenant defeasance option. If the Issuer or the Company exercises its the legal defeasance option, payment of the Securities Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises its the covenant defeasance option, payment of the Securities such Notes may not be accelerated because of an Event of Default specified in Section 6.01(e6.01(d), Section 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or (f) arises from a Default under a Section otherwise subject to covenant defeasance), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to SubsidiariesSignificant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.01(k), or because of the a failure of the Company to comply with the limitations contained in clauses (iiiii) through or (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option5.01, the Liensexcept, as they pertain in each case, to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securitiesextent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon written request of the Issuer or the Company, the Trustee shall acknowledge in writing the discharge of those obligations with respect to the Notes that the Issuer or the Company terminatesterminated. (c) Notwithstanding Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company’s 's obligations with respect to the Notes in Section Sections 2.03, 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.084.20(c), Article VII7.07, Section 7.08, 8.03, 8.04, 8.05 and Section 8.06 shall survive until the Securities such Notes have been paid in full. ThereafterThereafter the Issuer's and the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Subject to Section 8.01(c), if the Issuer or the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities, the Company’s Company will be released from all its obligations in Section 7.07 with respect to the Guarantee and Section 8.05 shall survive such satisfaction and dischargethe Security Documents.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 2.07 hereof) canceled or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.04) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.082.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c)Sections 8.01(e) and 8.06 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the Company. (b) Subject to Section 8.01(c) Sections 8.01(e), 8.02 and Section 8.028.06 hereof, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“"legal defeasance option”") or (ii) its all obligations under Section 4.02[Sections 3.09, Section 4.034.04(a), Section 4.04(b) and (c), Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.18 or 5.01(iii) and the operation of Section 6.01(eSections 6.01(a)(iv), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k6.01(a)(v) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g6.01(a), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.7) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, 3 hereof and the Company irrevocably deposits with the 106 97 Trustee funds (comprised of cash to be held uninvested and/or or U.S. Government Obligations) Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.082.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section 8.01(cSections 8.1(c) and Section 8.028.2, the 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 4.02Sections 4.2 (subject to any requirement of the TIA), Section 4.034.3, Section 4.044.4, Section 4.054.5, Section 4.064.6, Section 4.074.7, Section 4.084.8, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 5.1 (iii) and the operation of Section 6.01(eSections 6.1(4), Section 6.01(f6.1(6), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.07) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, III hereof and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.082.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section Sections 8.01(c) and Section 8.02, the 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 Sections 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.16 and 4.19 (and any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Securities) and the operation of Section 6.01(eSections 6.01(3), Section 6.01(f6.01(4), Section 6.01(g6.01(6), Section 6.01(h6.01(7), Section 6.01(i6.01(8), Section 6.01(j), Section 6.01(k6.01(9) and Section 6.01(l6.01(10) (but, in the case of Section 6.01(fSections 6.01(7) and Section 6.01(g)(8), with respect only to Significant Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(aSections 5.01(3) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.5.02

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.07) for cancelation cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, 3 hereof and the Company irrevocably deposits or causes to be deposited with the Trustee as trust funds (comprised in trust solely for the benefit of the Securityholders, cash to be held uninvested and/or in U.S. dollars, U.S. Government Obligations) sufficient , or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest to pay at maturity or upon redemption all outstanding Securities, including interest thereon and discharge the entire Indebtedness on the Securities not previously delivered to maturity or such redemption date the Trustee for cancellation (other than Securities replaced pursuant to Section 2.082.07) (including principal of, premium and interest, if any, on, the Securities to the date of maturity or redemption), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section Sections 8.01(c) and Section 8.02, the Company at any time may terminate (i1) all of its the Company’s and each Subsidiary Guarantor’s obligations under the Securities Securities, the Subsidiary Guarantees and this Indenture (“legal defeasance option”) or (ii2) its their obligations under Section Sections 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.11 and 4.12 and the operation of Section 6.01(eSections 6.01(4), Section 6.01(f6.01(5), Section 6.01(g6.01(6), Section 6.01(h6.01(7), Section 6.01(i6.01(8), Section 6.01(j), Section 6.01(k6.01(9) and Section 6.01(l6.01(11) (but, in the case of Section 6.01(fSections 6.01(7) and Section 6.01(g)(8), with respect only to Significant Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b5.01(a)(3) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(eSections 6.01(4), Section 6.01(f6.01(5), Section 6.01(g6.01(6), Section 6.01(h6.01(7), Section 6.01(i6.01(8), Section 6.01(j), Section 6.01(k6.01(9) and Section 6.01(lor 6.01(11) (but, in the case of Section 6.01(fSections 6.01(7) and Section 6.01(g)(8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will Guarantor, if any, shall be released from all its obligations under with respect to its Subsidiary Guarantee, as it pertains to Guarantee and the SecuritiesSecurity Documents. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section Sections 2.03, 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, 7.07 and 7.08 and in this Article VII, Section 8.05 and Section 8.06 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 Sections 7.07, 8.04 and Section 8.05 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Issuer or the Company delivers to the Trustee all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.07) for cancelation cancellation or (ii) all outstanding Securities Notes have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, 3 and the Issuer or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon permissible redemption all outstanding SecuritiesNotes, including interest thereon to maturity or such redemption date (other than Securities Notes replaced pursuant to Section 2.082.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by with respect to the CompanyNotes, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture upon satisfaction of the conditions set for in clause (i) or (ii) above on demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCounsel. (b) Subject to Section Sections 8.01(c) ), 8.02 and Section 8.028.06, the Issuer or the Company at any time may terminate (i) all of its the Issuer's and the Company's obligations under the Securities Notes and under this Indenture with respect thereto (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (ii) its the Issuer's and the Company's obligations under Section 4.02, Section Sections 4.03, Section 4.04, Section 51 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.18 and 4.19 and the operation of Sections 6.01(d) and 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or 6.01(f) arises from a Default under a Section 6.01(e), Section 6.01(f), Section otherwise subject to covenant defeasance) and the operation of Sections 6.01(g), Section 6.01(h)) with respect to Significant Subsidiaries, Section 6.01(i), Section 6.01(j), 6.01(k), and Section 6.01(k5.01 (iii) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”"COVENANT DEFEASANCE OPTION"). The Issuer or the Company may exercise its the legal defeasance option notwithstanding its the prior exercise of its the covenant defeasance option. If the Issuer or the Company exercises its the legal defeasance option, payment of the Securities Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises its the covenant defeasance option, payment of the Securities such Notes may not be accelerated because of an Event of Default specified in Section 6.01(e6.01(d), Section 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or (f) arises from a Default under a Section otherwise subject to covenant defeasance), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to SubsidiariesSignificant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.,01(k), or because of the a failure of the Company to comply with the limitations contained in clauses (iiiii) through or (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option5.01, the Liensexcept, as they pertain in each case, to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securitiesextent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon written request of the Issuer or the Company, the Trustee shall acknowledge in writing the discharge of those obligations with respect to the Notes that the Issuer or the Company terminatesterminated. (c) Notwithstanding Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company’s 's obligations with respect to the Notes in Section Sections 2.03, 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.084.20(c), Article VII7.07, Section 7.08, 8.03, 8.04. 8.05 and Section 8.06 shall survive until the Securities such Notes have been paid in full. ThereafterThereafter the Issuer's and the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Subject to Section 8.01(c), if the Issuer or the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities, the Company’s Company will be released from all its obligations in Section 7.07 with respect to the Guarantee and Section 8.05 shall survive such satisfaction and dischargethe Security Documents.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.7) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, 3 hereof and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.082.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture by executing and delivering to the Company on demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel and Counsel, a written instrument to such effect prepared by the Company at the its sole cost and expense of the Companyexpense. (b) Subject to Section 8.01(cSections 8.1(c) and Section 8.028.2, the 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 4.02Article 3, Section 4.03Sections 4.3, Section 4.044.7, Section 4.054.9, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.134.15 and 4.17 through 4.25, Section 4.14inclusive, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 and the operation of Section 6.01(eSections 6.1(g), Section 6.01(f6.1(h), Section 6.01(g6.1(i), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Issuer or the Company delivers to the Trustee all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.07) for cancelation cancellation or (ii) all outstanding Securities Notes have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, 3 and the Issuer or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon permissible redemption all outstanding SecuritiesNotes, including interest thereon to maturity or such redemption date (other than Securities Notes replaced pursuant to Section 2.082.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by with respect to the CompanyNotes, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture upon satisfaction of the conditions set for in clause (i) or (ii) above on demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCounsel. (b) Subject to Section Sections 8.01(c) ), 8.02 and Section 8.028.06, the Issuer or the Company at any time may terminate (i) all of its the Issuer's and the Company's obligations under the Securities Notes and under this Indenture with respect thereto (“"legal defeasance option”") or (ii) its the Issuer's and the Company's obligations under Section 4.02, Section Sections 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.18 and 4.19 and the operation of Sections 6.01(d) and 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or 6.01(f) arises from a Default under a Section 6.01(e), Section 6.01(f), Section otherwise subject to covenant defeasance) and the operation of Sections 6.01(g), Section 6.01(h)) with respect to Significant Subsidiaries, Section 6.01(i), Section 6.01(j), 6.01(k), and Section 6.01(k5.01 (iii) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“"covenant defeasance option”"). The Issuer or the Company may exercise its the legal defeasance option notwithstanding its the prior exercise of its the covenant defeasance option. If the Issuer or the Company exercises its the legal defeasance option, payment of the Securities Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises its the covenant defeasance option, payment of the Securities such Notes may not be accelerated because of an Event of Default specified in Section 6.01(e6.01(d), Section 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or (f) arises from a Default under a Section otherwise subject to covenant defeasance), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to SubsidiariesSignificant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.,01(k), or because of the a failure of the Company to comply with the limitations contained in clauses (iiiii) through or (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option5.01, the Liensexcept, as they pertain in each case, to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securitiesextent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon written request of the Issuer or the Company, the Trustee shall acknowledge in writing the discharge of those obligations with respect to the Notes that the Issuer or the Company terminatesterminated. (c) Notwithstanding Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company’s 's obligations with respect to the Notes in Section Sections 2.03, 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.084.20(c), Article VII7.07, Section 7.08, 8.03, 8.04, 8.05 and Section 8.06 shall survive until the Securities such Notes have been paid in full. ThereafterThereafter the Issuer's and the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Subject to Section 8.01(c), if the Issuer or the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities, the Company’s Company will be released from all its obligations in Section 7.07 with respect to the Guarantee and Section 8.05 shall survive such satisfaction and dischargethe Security Documents.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.6) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, III hereof and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding SecuritiesSecurities (other than Securities replaced pursuant to Section 2.6), including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.08)date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent 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 Section 8.01(cSections 8.1(c) and Section 8.028.2, the Company 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 Guarantee and this Indenture (“"legal defeasance option”") or (ii) its obligations under Section 4.02Sections 4.2, Section 4.034.3, Section 4.044.4, Section 4.054.5, Section 4.064.6, Section 4.074.7, Section 4.084.8, Section 4.094.9, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.154.16, Section 4.175.1(iii), Section 4.205.1(iv), Section 4.21, Section 4.22, Section 4.24, Section 4.27 5.1(v) and 5.1(vi) and the operation of Section 6.01(eSections 6.1(4), Section 6.01(f6.1(5), Section 6.01(g6.1(6), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.04) for cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section 8.01(c) and Section 8.02, the 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 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, Section 4.17, Section 4.18, Section 4.19, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 and the operation of Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and ), Section 6.01(l), Section 6.01(m), Section 6.01(n) or Section 6.01(o) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and ), Section 6.01(l), Section 6.01(m), Section 6.01(n) or Section 6.01(o) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Issuer or the Company delivers to the Trustee all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.07) for cancelation cancellation or (ii) all outstanding Securities Notes have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, 3 and the Issuer or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon permissible redemption all outstanding SecuritiesNotes, including interest thereon to maturity or such redemption date (other than Securities Notes replaced pursuant to Section 2.082.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by with respect to the CompanyNotes, then this Indenture shall, subject to Section Sections 8.01(c)) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture upon satisfaction of the conditions set for in clause (i) or (ii) above on demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the CompanyCounsel. (b) Subject to Section Sections 8.01(c) ), 8.02 and Section 8.028.06, the Issuer or the Company at any time may terminate (i) all of its the Issuer's and the Company's obligations under the Securities Notes and under this Indenture with respect thereto (“legal defeasance option”"LEGAL DEFEASANCE OPTION") or (ii) its the Issuer's and the Company's obligations under Section 4.02, Section Sections 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.16, 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.18 and 4.19 and the operation of Sections 6.01(d) and 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or 6.01(f) arises from a Default under a Section 6.01(e), Section 6.01(f), Section otherwise subject to covenant defeasance) and the operation of Sections 6.01(g), Section 6.01(h)) with respect to Significant Subsidiaries, Section 6.01(i), Section 6.01(j), 6.01(k), and Section 6.01(k5.01 (iii) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”"COVENANT DEFEASANCE OPTION"). The Issuer or the Company may exercise its the legal defeasance option notwithstanding its the prior exercise of its the covenant defeasance option. If the Issuer or the Company exercises its the legal defeasance option, payment of the Securities Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises its the covenant defeasance option, payment of the Securities such Notes may not be accelerated because of an Event of Default specified in Section 6.01(e6.01(d), Section 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or (f) arises from a Default under a Section otherwise subject to covenant defeasance), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to SubsidiariesSignificant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.,01(k), or because of the a failure of the Company to comply with the limitations contained in clauses (iiiii) through or (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option5.01, the Liensexcept, as they pertain in each case, to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securitiesextent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon written request of the Issuer or the Company, the Trustee shall acknowledge in writing the discharge of those obligations with respect to the Notes that the Issuer or the Company terminatesterminated. (c) Notwithstanding Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company’s 's obligations with respect to the Notes in Section Sections 2.03, 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.084.20(c), Article VII7.07, Section 7.08, 8.03, 8.04. 8.05 and Section 8.06 shall survive until the Securities such Notes have been paid in full. ThereafterThereafter the Issuer's and the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Subject to Section 8.01(c), if the Issuer or the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities, the Company’s Company will be released from all its obligations in Section 7.07 with respect to the Guarantee and Section 8.05 shall survive such satisfaction and dischargethe Security Documents.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.9) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, 3 hereof and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or or U.S. Government Obligations) Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.082.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section 8.01(cSections 8.1(c) and Section 8.028.2, the 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 4.02Sections 4.2 (subject to any requirement of the TIA), Section 4.034.3, Section 4.044.4, Section 4.054.5, Section 4.064.6, Section 4.074.7, Section 4.084.8, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 5.1 (iii) and the operation of Section 6.01(eSections 6.1(4), Section 6.01(f6.1(6), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.7) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, 3 hereof and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or or U.S. Government Obligations) Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date if subsequent to the Scheduled Maturity Date of the Securities (other than Securities replaced pursuant to Section 2.082.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section 8.01(cSections 8.1(c) and Section 8.028.2, the 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 4.02Sections 4.2 (subject to any requirement of the TIA), Section 4.034.3, Section 4.044.4, Section 4.054.5, Section 4.064.6, Section 4.074.7, Section 4.084.8, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 5.1 (iii) and the operation of Section 6.01(eSections 6.1(4), Section 6.01(f6.1(6), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.7) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery mailing of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, III hereof and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding SecuritiesSecurities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.08)date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent 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 Section 8.01(cSections 8.1(c) and Section 8.028.2, the 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 4.02Sections 4.2, Section 4.034.3, Section 4.044.4, Section 4.054.5, Section 4.064.6, Section 4.074.7, Section 4.084.8, Section 4.094.9, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 5.1(iii) and 5.1(iv) and the operation of Section 6.01(eSections 6.1(4), Section 6.01(f6.1(5), Section 6.01(g6.1(6), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 2.07 hereof) canceled or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.04) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.082.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c)Sections 8.01(e) and 8.06 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Section 8.01(c) Sections 8.01(e), 8.02 and Section 8.028.06 hereof, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“"legal defeasance option”") or (ii) its all obligations under Section 4.02Sections 3.09, Section 4.034.04(a), Section 4.04(b) and (c), Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.174.16, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 4.17 or 5.01(iii) and the operation of Section 6.01(eSections 6.01(a)(iv), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k6.01(a)(v) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g6.01(a), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.042.9) for cancelation cancellation or (ii) all outstanding Securities have become due and payable, whether payable at maturity or as a result of the delivery of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date Securities (other than Securities replaced pursuant to Section 2.082.9), including interest thereon to maturity, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c7.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent 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 Section 8.01(cSections 7.1(c) and Section 8.027.2, the Company at its option and at any time may terminate (i) all the obligations of its obligations the Company and any Subsidiary Guarantor under the Securities and this Indenture (“"legal defeasance option”") or (ii) its the obligations under Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 and the operation of Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each any Subsidiary Guarantor will be released from all its obligations under its Subsidiary GuaranteeSections 3.2, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company3.3, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above3.4, the Company’s obligations in Section 2.043.5, Section 2.053.6, Section 2.063.7, Section 2.073.8, Section 2.083.9, Article VII3.10, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter3.11, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.3.12,