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 2.07 hereof) canceled or for cancellation or (ii) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to 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 Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the Company. (b) Subject to Sections 8.01(e), 8.02 and 8.06 hereof, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all obligations under [Sections 3.09, 4.04(a), (b) and (c), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or 5.01(iii) and the operation of Sections 6.01(a)(iv), 6.01(a)(v) and 6.01(a)

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 2.07 hereof) canceled or for cancellation or (ii) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to 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 Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the Company. (b) Subject to Sections 8.01(e), 8.02 and 8.06 hereof, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all obligations under [Sections 3.09, 4.04(a), (b) and (c), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 4.17 or 5.01(iii) and the operation of Sections 6.01(a)(iv), 6.01(a)(v) and 6.01(a)

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 2.07 hereof2.07) canceled or for cancellation or (ii) all outstanding Securities Notes have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 and the Issuer or the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or permissible redemption all outstanding SecuritiesNotes, including interest thereon (other than Securities Notes replaced pursuant to Section 2.07 hereof2.07), 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 Sections 8.01(e8.01(c) and 8.06 hereof8.06, 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 Officers' Officer's Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the CompanyCounsel. (b) Subject to Sections 8.01(e8.01(c), 8.02 and 8.06 hereof8.06, the Issuer or the Company at any time may terminate (i) all its of the Issuer's and the Company's obligations under the Securities Notes and under this Indenture with respect thereto ("legal defeasance option") or (ii) all the Issuer's and the Company's obligations under [Sections 3.094.03, 4.04(a)4.04, (b) and (c)4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 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 5.01(iii6.01(f) arises from a Default under a Section otherwise subject to covenant defeasance) and the operation of Sections 6.01(a)(iv6.01(g), 6.01(a)(v6.01(h) with respect to Significant Subsidiaries, 6.01(i), 6.01(j), 6.01(k), and Section 5.01 (iii) and 6.01(a(iv) ("covenant defeasance option"). The Issuer or the Company may exercise the legal defeasance option notwithstanding the prior exercise of the covenant defeasance option. If the Issuer or the Company exercises the legal defeasance option, payment of Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises the covenant defeasance option, payment of such Notes may not be accelerated because of an Event of Default specified in Section 6.01(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), 6.01(g), 6.01(h) with respect only to Significant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.,01(k), or because of a failure to comply with clauses (iii) or (iv) of Section 5.01, except, in each case, to the extent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon 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 terminated. (c) Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.20(c), 7.07, 7.08, 8.03, 8.04, 8.05 and 8.06 shall survive until such Notes have been paid in full. Thereafter 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 will be released from all its obligations with respect to the Guarantee and the Security Documents.

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 2.07 hereof2.07) canceled or for cancellation or (ii) all outstanding Securities Notes have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 and the Issuer or the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or permissible redemption all outstanding SecuritiesNotes, including interest thereon (other than Securities Notes replaced pursuant to Section 2.07 hereof2.07), 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 Sections 8.01(e8.01(c) and 8.06 hereof8.06, 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 Officers' Officer's Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the CompanyCounsel. (b) Subject to Sections 8.01(e8.01(c), 8.02 and 8.06 hereof8.06, the Issuer or the Company at any time may terminate (i) all its of the Issuer's and the Company's obligations under the Securities Notes and under this Indenture with respect thereto ("legal defeasance optionLEGAL DEFEASANCE OPTION") or (ii) all the Issuer's and the Company's obligations under [Sections 3.094.03, 4.04(a)4.04, (b) and (c)4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 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 5.01(iii6.01(f) arises from a Default under a Section otherwise subject to covenant defeasance) and the operation of Sections 6.01(a)(iv6.01(g), 6.01(a)(v6.01(h) with respect to Significant Subsidiaries, 6.01(i), 6.01(j), 6.01(k), and Section 5.01 (iii) and 6.01(a(iv) ("COVENANT DEFEASANCE OPTION"). The Issuer or the Company may exercise the legal defeasance option notwithstanding the prior exercise of the covenant defeasance option. If the Issuer or the Company exercises the legal defeasance option, payment of Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises the covenant defeasance option, payment of such Notes may not be accelerated because of an Event of Default specified in Section 6.01(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), 6.01(g), 6.01(h) with respect only to Significant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.,01(k), or because of a failure to comply with clauses (iii) or (iv) of Section 5.01, except, in each case, to the extent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon 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 terminated. (c) Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.20(c), 7.07, 7.08, 8.03, 8.04. 8.05 and 8.06 shall survive until such Notes have been paid in full. Thereafter 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 will be released from all its obligations with respect to the Guarantee and the 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 2.07 hereof2.07) canceled or for cancellation or (ii) all outstanding Securities have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III and the Company irrevocably deposits with the Trustee funds 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 2.07 hereof2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 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 Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the Company. (b) Subject to Sections 8.01(e), 8.02 8.01(c) and 8.06 hereof8.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all its obligations under [Sections 3.094.02, 4.04(a)4.03, (b) and (c)4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or 5.01(iii) 4.12 and 4.13 and the operation of Sections 6.01(a)(iv6.01(5), 6.01(a)(v6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(a6.01(10) (but, in the case of Sections 6.01(6) and (7), with respect only to Subsidiaries) and the limitations contained in Section 5.01(a)(5) and (6) and Section 5.02 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07 hereof2.07) canceled or for cancellation cancelation or (ii) all outstanding Securities have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III and the Issuer or the Company irrevocably deposits with the Trustee funds 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 2.07 hereof2.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by the Companyhereunder, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer or the Company accompanied by an Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the Issuer or the Company, as the case may be. (b) Subject to Sections 8.01(e), 8.02 8.01(c) and 8.06 hereof8.02, the Company Issuer at any time may terminate (i) all its obligations under the Securities and this Indenture and the obligations of the Company under the Company Guarantee ("legal defeasance optionLEGAL DEFEASANCE OPTION") or (ii) all the respective obligations of the Issuer and the Company under [Sections 3.094.02, 4.04(a)4.03, (b) and (c)4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or 5.01(iii) 4.15 and 4.16 the operation of Sections 6.01(a)(iv6.01(d) (to the extent relating to such other Sections), 6.01(a)(v6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i) and 6.01(a6.01(j) (but, in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries other than the Issuer), the obligations under Sections 5.01(f), 5.01(g), 5.02(g) and 5.02(h) and the related operation of Section 6.01(c) ("COVENANT DEFEASANCE OPTION"). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(c) and 6.01(d) (with respect to the provisions of Articles 4 and 5 referred to in the immediately preceding paragraph) and Sections 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i) and 6.01(j) (but, in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries other than the Issuer). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guaranty. 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 and the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 4.17, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Issuer's and the Company's obligations in Sections 4.17, 7.07 and 8.05 shall survive.

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 2.07 hereof2.07) canceled or for cancellation or (ii) all outstanding Securities Notes have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 and the Issuer or the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or permissible redemption all outstanding SecuritiesNotes, including interest thereon (other than Securities Notes replaced pursuant to Section 2.07 hereof2.07), 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 Sections 8.01(e8.01(c) and 8.06 hereof8.06, 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 Officers' Officer's Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the CompanyCounsel. (b) Subject to Sections 8.01(e8.01(c), 8.02 and 8.06 hereof8.06, the Issuer or the Company at any time may terminate (i) all its of the Issuer's and the Company's obligations under the Securities Notes and under this Indenture with respect thereto ("legal defeasance optionLEGAL DEFEASANCE OPTION") or (ii) all the Issuer's and the Company's obligations under [Sections 3.094.03, 4.04(a)4.04, (b) and (c)51 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 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 5.01(iii6.01(f) arises from a Default under a Section otherwise subject to covenant defeasance) and the operation of Sections 6.01(a)(iv6.01(g), 6.01(a)(v6.01(h) with respect to Significant Subsidiaries, 6.01(i), 6.01(j), 6.01(k), and Section 5.01 (iii) and 6.01(a(iv) ("COVENANT DEFEASANCE OPTION"). The Issuer or the Company may exercise the legal defeasance option notwithstanding the prior exercise of the covenant defeasance option. If the Issuer or the Company exercises the legal defeasance option, payment of Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises the covenant defeasance option, payment of such Notes may not be accelerated because of an Event of Default specified in Section 6.01(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), 6.01(g), 6.01(h) with respect only to Significant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.,01(k), or because of a failure to comply with clauses (iii) or (iv) of Section 5.01, except, in each case, to the extent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon 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 terminated. (c) Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.20(c), 7.07, 7.08, 8.03, 8.04. 8.05 and 8.06 shall survive until such Notes have been paid in full. Thereafter 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 will be released from all its obligations with respect to the Guarantee and the 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 2.07 hereof2.07) canceled or for cancellation or (ii) all outstanding Securities have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds 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 2.07 hereof2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 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 Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the Company. (b) Subject to Sections 8.01(e), 8.02 8.01(c) and 8.06 hereof8.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all its obligations under [Sections 3.094.02, 4.04(a)4.03, (b) and (c)4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 4.16 and 4.19 (and any omission to comply with such obligations shall not constitute a Default or 5.01(iiiEvent of Default with respect to the Securities) and the operation of Sections 6.01(a)(iv6.01(3), 6.01(a)(v6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(a)6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.01(3) and 5.02

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 2.07 hereof2.9) canceled or for cancellation or (ii) all outstanding Securities have become due and payable payable, whether at maturity and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon Securities (other than Securities replaced pursuant to Section 2.07 hereof2.9), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 8.1(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 Officers' Certificate and an Opinion of Counsel reasonably acceptable stating that all conditions precedent specified herein relating to the Trustee 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(e), 8.02 8.1(c) and 8.06 hereof8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all its obligations under [Sections 3.093.2, 4.04(a)3.3, (b) 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16 and (c), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or 5.01(iii4.1(iii) and the operation of Sections 6.01(a)(ivSections 6.1 (vi), 6.01(a)(v6.1 (vii) and 6.01(a)6.1(viii) with respect to Significant Subsidiaries, 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 2.07 hereof2.7) canceled or for cancellation or (ii) all outstanding Securities have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon Securities (other than Securities replaced pursuant to Section 2.07 hereof2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 8.1(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 Officers' Certificate and an Opinion of Counsel reasonably acceptable stating that all conditions precedent specified herein relating to the Trustee 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(e), 8.02 8.1(c) and 8.06 hereof8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all its obligations under [Sections 3.094.2, 4.04(a)4.3, (b) and (c)4.4, 4.074.5, 4.084.6, 4.094.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or 5.01(iii5.1(iii) and 5.1(iv) and the operation of Sections 6.01(a)(iv6.1(4), 6.01(a)(v) and 6.01(a6.1(5), 6.1(6), 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 2.07 hereof2.7) canceled or for cancellation or (ii) all outstanding Securities have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the Trustee funds or U.S. Government 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 such redemption date if subsequent to the Scheduled Maturity Date of the Securities (other than Securities replaced pursuant to Section 2.07 hereof2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 8.1(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 Officers' Officer's Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of the Company. (b) Subject to Sections 8.01(e), 8.02 8.1(c) and 8.06 hereof8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all its obligations under [Sections 3.09, 4.04(a4.2 (subject to any requirement of the TIA), (b) and (c)4.3, 4.074.4, 4.084.5, 4.094.6, 4.7, 4.8, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or 5.01(iii5.1 (iii) and the operation of Sections 6.01(a)(iv6.1(4), 6.01(a)(v) and 6.01(a6.1(6), 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 2.07 hereof2.7) canceled or for cancellation or (ii) all outstanding Securities have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the 63 57 Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon Securities (other than Securities replaced pursuant to Section 2.07 hereof2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 8.1(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 Officers' Certificate and an Opinion of Counsel reasonably acceptable stating that all conditions precedent specified herein relating to the Trustee 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(e), 8.02 8.1(c) and 8.06 hereof8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all its obligations under [Sections 3.094.2, 4.04(a)4.3, (b) and (c)4.4, 4.074.5, 4.084.6, 4.094.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or 5.01(iii5.1(iii) and 5.1(iv) and the operation of Sections 6.01(a)(iv6.1(4), 6.01(a)(v6.1(5), 6.1(6), 6.1(7) and 6.01(a(but only with respect to a Significant Subsidiary), 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 2.07 hereof2.7) canceled or for cancellation or (ii) all outstanding Securities have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the Trustee funds 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 2.07 hereof2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(e) and 8.06 hereofSection 8.1(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 Officers' Certificate and an Opinion of Counsel reasonably acceptable Counsel, a written instrument to such effect prepared by the Trustee and Company at the its sole cost and expense of the Companyexpense. (b) Subject to Sections 8.01(e), 8.02 8.1(c) and 8.06 hereof8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) all its obligations under [Article 3, Sections 3.094.3, 4.04(a)4.7, (b) and (c), 4.07, 4.08, 4.09, 4.10, 4.114.9, 4.12, 4.134.15 and 4.17 through 4.25, 4.14inclusive, 4.15, 4.16, 4.17, 4.18 or 5.01(iii) and the operation of Sections 6.01(a)(iv6.1(g), 6.01(a)(v) and 6.01(a6.1(h), 6.1(i), 6.1