Common use of Satisfaction and Discharge Defeasance Clause in Contracts

Satisfaction and Discharge Defeasance. (a) Satisfaction and Discharge of Indenture; ---------------------------------------- Defeasance. This Indenture shall cease to be of further effect with respect to ----------- the Notes of any Series and the Note Trustee, on reasonable demand of and at the expense of the Note Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes of such Series, when (A) either (1) all Notes of such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Note Issuer and thereafter repaid to the Note Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Note Trustee for cancelation; or (2) the Scheduled Maturity Date has occurred with respect to all Notes of such Series not theretofore delivered to the Note Trustee for cancelation, and the Note Issuer has irrevocably deposited or caused to be irrevocably deposited with the Note Trustee cash, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Trustee for cancelation on the Scheduled Maturity Date therefor; (B) the Note Issuer has paid or caused to be paid all other sums payable hereunder by the Note Issuer with respect to such Series; and (C) the Note Issuer has delivered to the Note Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Note Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Notes of such Series have been complied with. (b) Subject to Sections 4.01(c) and 4.02, the Note Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Notes of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections [3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18] and the operation of Section 5.01(iv) ("Covenant Defeasance Option") with respect to any Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with respect to any Series of Notes notwithstanding its prior exercise of the Covenant Defeasance Option with respect to such Series. If the Note Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Notes of such Series may not be accelerated because of an Event of Default. If the Note Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Notes of such Series may not be accelerated because of an Event of Default specified in Section 5.01(iv). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to any Series of Notes the Note Trustee, on reasonable demand of and at the expense of the Note Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal, premium, if any, and interest, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Note Trustee hereunder (including the rights of the Note Trustee under Section 6.07 and the obligations of the Note Trustee under Section 4.03) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Note Trustee payable to all or any of them, shall survive until the Notes of the Series as to which this Indenture or certain obligations hereunder have be satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) have been paid in full. Thereafter, the obligations in Sections 6.07 and 4.04 with respect to such Series shall survive.

Satisfaction and Discharge Defeasance. (a) Satisfaction Notwithstanding anything to the contrary contained in any Security Document, the Issuer and Discharge any Subsidiary Guarantors shall be entitled to obtain a full release of Indenture; ---------------------------------------- Defeasance. This Indenture shall cease to be all of further effect with respect to ----------- the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and of any Series all obligations for the payment of money due and owing to the Note TrusteeCollateral Agent, on reasonable demand of and at the expense of Trustee or the Note IssuerHolders pursuant to the Notes, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes of such Seriesor any Security Documents, when (A) either (1) all Notes of such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Note Issuer and thereafter repaid to the Note Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Note Trustee for cancelation; or (2) the Scheduled Maturity Date has occurred with respect to all Notes of such Series not theretofore delivered to the Note Trustee for cancelation, and the Note Issuer has irrevocably deposited or caused to be irrevocably deposited with the Note Trustee cash, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Trustee for cancelation on the Scheduled Maturity Date therefor; (B) the Note Issuer has paid or caused to be paid all other sums payable hereunder by the Note Issuer with respect to such Series; and (C) the Note Issuer has delivered to the Note Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Note Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to upon the satisfaction and discharge of this Indenture in accordance with respect Article 8 or upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to Notes of such Series the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been complied with. (b) Subject to Sections 4.01(c) and 4.02, paid or duly provided for. Upon the Note Issuer at release of any time may terminate (i) all Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections [3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18] and the operation Guarantees with the consent of Section 5.01(iv) ("Covenant Defeasance Option") with respect to any Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with respect to any Series of Notes notwithstanding its prior exercise of the Covenant Defeasance Option with respect to such Series. If the Note Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity each Holder of the Notes of such Series may not be accelerated because of an Event of Default. If the Note Issuer exercises the Covenant Defeasance Option affected thereby (including, without limitation, consents obtained in connection with respect to any Seriesa tender offer or exchange offer for, the maturity of the Notes of such Series may not be accelerated because of an Event of Default specified in Section 5.01(ivor purchase of, Notes). Upon satisfaction of delivery by the conditions set forth herein Issuer to the exercise Collateral Agent of an Officers’ Certificate and an Opinion of Counsel, each to the Legal Defeasance Option or effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the Covenant Defeasance Option same Officers’ Certificate and Opinion of Counsel required by Article 9), together with respect such documentation, if any, as may be required by this Indenture prior to any Series the release of Notes such Collateral, the Note Trustee, on reasonable demand Collateral Agent shall forthwith take all necessary action (at the written request of and at the expense of the Note Issuer) to release and reconvey to the Issuer and the applicable Subsidiary Guarantors without recourse, shall execute proper instruments acknowledging satisfaction and discharge representation or warranty all of the obligations that are terminated pursuant Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to such exercise. (c) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal, premium, if anythe Collateral Agent, and interest, (iv) Sections 4.03 and 4.04, (v) shall deliver such Collateral in its possession to the rights, obligations and immunities of the Note Trustee hereunder (including the rights of the Note Trustee under Section 6.07 Issuer and the obligations of the Note Trustee under Section 4.03) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Note Trustee payable to all or any of themapplicable Subsidiary Guarantors, shall survive until the Notes of the Series as to which this Indenture or certain obligations hereunder have be satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) have been paid in full. Thereafterincluding, without limitation, the obligations in Sections 6.07 execution and 4.04 with respect to such Series shall survivedelivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. (a) Satisfaction and Discharge of Indenture; ---------------------------------------- DefeasanceSECTION 11.01. This Indenture shall upon request of the Company cease to be of further effect with respect to ----------- the Notes Securities of any Series series (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for), and the Note Trustee, on reasonable demand of and at the expense of the Note IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes of such SeriesIndenture, when (Aa) either (1) all Notes of such Series Securities theretofore authenticated and delivered (other than (i) Notes that Securities which have been destroyed, lost or stolen and that which have been replaced or paid as provided in Section 2.06 and (ii) Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Note Issuer Company and thereafter repaid to the Note Issuer Company or discharged from such trust, as provided in Section 3.035.03) have been delivered to the Note Trustee for cancelationcancellation; or (2) the Scheduled Maturity Date has occurred with respect to all Notes of such Series Securities not theretofore delivered to the Note Trustee for cancelationcancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of redemption by the Trustee in the name, and at the expense, of the Company, and the Note Issuer Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Note Trustee cash, as trust funds in trust for such purpose, in the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes Securities not theretofore delivered to the Note Trustee for cancelation on cancellation, for principal (and premium, if any) and interest to the Scheduled date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity Date thereforor Redemption Date, as the case may be; (Bb) the Note Issuer Company has paid or caused cause to be paid all other sums payable hereunder by the Note Issuer with respect to such Seriesseries by the Company; and (Cc) the Note Issuer Company has delivered to the Note Trustee an Officer's Certificate, Officers' Certificate and an Opinion of Counsel and (if required by the TIA or the Note Trustee) an Independent Certificate from a firm of certified public accountantsCounsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Notes of such Series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 10.01(a) and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the obligations of the Trustee under Sections 5.03 and 11.02 shall survive. (b) Subject SECTION 11.02. The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.02. In addition to discharge of this Indenture pursuant to Sections 4.01(c11.01 and 11.03, in the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and 4.02interest, as certified pursuant to subparagraph (a) of Section 11.04 can be determined at the time of making the deposit referred to in such subparagraph (a), the Note Issuer at any time may terminate (i) Company shall be deemed to have paid and discharged the entire indebtedness on all its obligations under the Securities of such series as provided in this Section on and after the date the conditions set forth in Section 11.04 are satisfied, and the provisions of this Indenture with respect to the Notes of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections [3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18] and the operation of Section 5.01(iv) ("Covenant Defeasance Option") with respect to any Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with respect to any Series of Notes notwithstanding its prior exercise of the Covenant Defeasance Option with respect to such Series. If the Note Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Notes Securities of such Series may not series shall no longer be accelerated because of an Event of Default. If the Note Issuer exercises the Covenant Defeasance Option with respect in effect (except as to any Series, the maturity of the Notes of such Series may not be accelerated because of an Event of Default specified in Section 5.01(iv). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to any Series of Notes the Note Trustee, on reasonable demand of and at the expense of the Note Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchangeexchange of Securities of such series, (ii) substitution of mutilated, defaced, destroyed, lost or stolen NotesSecurities of such series, (iii) rights of Noteholders holders of Securities of such series to receive receive, solely from the trust fund described in subparagraph (a) of Section 11.04, payments of principal, premiumprincipal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and interestremaining rights of the holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) Sections 4.03 the rights, obligations, duties and 4.04immunities of the Trustee hereunder, (v) the rights, obligations and immunities of the Note Trustee hereunder (including the rights of the Note Trustee under this Section 6.07 and the obligations of the Note Trustee under Section 4.03) 11.02 and (vi) the rights of Noteholders the holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Note Trustee payable to all or any of them) (hereinafter called "Defeasance"), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same. SECTION 11.03. In the case of any series of Securities with respect to which an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, as certified pursuant to subparagraph (a) of Section 11.04 can be determined at the time of making the deposit referred to in such subparagraph (a), (i) the Company shall be released from its obligations under any covenants specified in or pursuant to this Indenture (except as to (A) rights of registration of transfer and exchange of Securities of such series, (B) substitution of mutilated, defaced, destroyed, lost or stolen Securities of such series, (C) rights of holders of Securities of such series to receive, from the Company pursuant to Section 5.01, payments of principal thereof and interest, if any, thereon upon the original stated due dates therefor (but not upon acceleration), and mandatory sinking fund payments, if any, (D) the rights, obligations, duties and immunities of the Trustee hereunder and (E) the rights of holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, shall survive until and (ii) the Notes occurrence of any event specified in Section 6.01(d) (with respect to any of the Series covenants specified in or pursuant to this Indenture) and 6.01(g) shall be deemed not to be or result in an event of default, in each case with respect to the Outstanding Securities of such series on or after the date the conditions set forth in Section 11.04 are satisfied (hereinafter called "Covenant Defeasance"), and the Trustee, at the cost of the Company, shall execute proper instruments acknowledging the same. For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant (to the extent to specified in the case of Section 6.01(d)), whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby. SECTION 11.04. The following shall be the conditions to application of their Sections 11.02 and 11.03 to the Outstanding Securities of any series: (a) with reference to Section 11.02 or 11.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of Securities of such series (i) cash in an amount, or (ii) U.S. Government Obligations maturing as to principal and interest, if any, at such times and in such amounts as will insure the availability of cash, or (iii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (A) the principal of and interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and payable, and (B) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) in the case of Defeasance under Section 11.02, the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the holders of the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, Defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, Defeasance and discharge had not occurred; (c) in the case of Covenant Defeasance under Section 11.03, the Company has delivered to the Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the holders of the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to the United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred; (d) no event of default or event which with notice or lapse of time or both would become an event of default shall have occurred or be continuing on the date of the deposit referred to in subparagraph (a); (e) such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound; and (f) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent contemplated by this provision have been complied with. SECTION 11.05. Subject to the provisions of the last paragraph of Section 5.03, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 11.04 shall be held in trust, and such money and all money from such U.S. Government Obligations shall be applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any paying agent (including the Company acting as its own paying agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money and U.S. Government Obligations has been deposited with the Trustee. SECTION 11.06. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 11.04 or the principal or interest received in respect of such obligations other than any such tax, fee or other charge that by law is for the account of the holders of Outstanding Securities. SECTION 11.07. Notwithstanding the foregoing provisions of this Article Eleven, if the Securities of any series are payable in a coin or currency or currency unit other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit or the nature of the government obligations to be deposited with the Trustee under the foregoing provisions of this Article Eleven shall be as set forth in the Officers' Certificate or established in the supplemental indenture under which the Securities of such series are issued. ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 12.01. No recourse shall be had for the payment of the principal of, or the premium, if any, or interest on, any Security or for any claim based thereon or otherwise in respect thereof or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises or agreements contained in this Indenture or certain obligations hereunder have in any of the Securities or to be satisfied implied herefrom or therefrom, and discharged pursuant to Section 4.01(a) or 4.01(b) have been paid in full. Thereafterthat all liability, if any, of that character against every such incorporator, stockholder, officer and director is, by the acceptance of the Securities and as a condition of, and as part of the consideration for, the obligations in Sections 6.07 execution of this Indenture and 4.04 with respect to such Series shall survivethe issue of the Securities expressly waived and released.

Satisfaction and Discharge Defeasance. (a) Satisfaction Notwithstanding anything to the contrary contained in any Security Document, the Issuer and Discharge any Subsidiary Guarantors shall be entitled to obtain a full release of Indenture; ---------------------------------------- Defeasance. This Indenture shall cease to be all of further effect with respect to ----------- the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest on the Notes and of any Series all obligations for the payment of money due and owing to the Note Collateral Trustee, on reasonable demand of and at the expense of Trustee or the Note IssuerHolders pursuant to the Notes, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes of such Seriesor any Security Documents, when (A) either (1) all Notes of such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Note Issuer and thereafter repaid to the Note Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Note Trustee for cancelation; or (2) the Scheduled Maturity Date has occurred with respect to all Notes of such Series not theretofore delivered to the Note Trustee for cancelation, and the Note Issuer has irrevocably deposited or caused to be irrevocably deposited with the Note Trustee cash, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Trustee for cancelation on the Scheduled Maturity Date therefor; (B) the Note Issuer has paid or caused to be paid all other sums payable hereunder by the Note Issuer with respect to such Series; and (C) the Note Issuer has delivered to the Note Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Note Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to upon the satisfaction and discharge of this Indenture in accordance with respect Article 8 or upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to Notes of such Series the Trustee and the Collateral Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been complied with. (b) Subject to Sections 4.01(c) and 4.02, paid or duly provided for. Upon the Note Issuer at release of any time may terminate (i) all Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections [3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18] and the operation Guarantees with the consent of Section 5.01(iv) ("Covenant Defeasance Option") with respect to any Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with respect to any Series of Notes notwithstanding its prior exercise of the Covenant Defeasance Option with respect to such Series. If the Note Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity each Holder of the Notes of such Series may not be accelerated because of an Event of Default. If the Note Issuer exercises the Covenant Defeasance Option affected thereby (including, without limitation, consents obtained in connection with respect to any Seriesa tender offer or exchange offer for, the maturity of the Notes of such Series may not be accelerated because of an Event of Default specified in Section 5.01(ivor purchase of, Notes). Upon satisfaction of delivery by the conditions set forth herein Issuer to the exercise Collateral Trustee of an Officers’ Certificate and an Opinion of Counsel, each to the Legal Defeasance Option or effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the Covenant Defeasance Option same Officers’ Certificate and Opinion of Counsel required by Article 9), together with respect such documentation, if any, as may be required by this Indenture prior to any Series the release of Notes such Collateral, the Note Trustee, on reasonable demand Collateral Trustee shall forthwith take all necessary action (at the written request of and at the expense of the Note Issuer) to release and reconvey to the Issuer and the applicable Subsidiary Guarantors without recourse, shall execute proper instruments acknowledging satisfaction and discharge representation or warranty all of the obligations that are terminated pursuant Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to such exercise. (c) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal, premium, if anythe Collateral Trustee, and interest, (iv) Sections 4.03 and 4.04, (v) shall deliver such Collateral in its possession to the rights, obligations and immunities of the Note Trustee hereunder (including the rights of the Note Trustee under Section 6.07 Issuer and the obligations of the Note Trustee under Section 4.03) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Note Trustee payable to all or any of themapplicable Subsidiary Guarantors, shall survive until the Notes of the Series as to which this Indenture or certain obligations hereunder have be satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) have been paid in full. Thereafterincluding, without limitation, the obligations in Sections 6.07 execution and 4.04 with respect to such Series shall survivedelivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. (a) Satisfaction and Discharge of Indenture; ---------------------------------------- Defeasance. This Indenture shall cease to be of further effect with respect to ----------- the Notes of any Series and the Note Trustee, on reasonable demand of and at the expense of the Note Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes of such Series, when (A) either (1) all Notes of such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Note Issuer and thereafter repaid to the Note Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Note Trustee for cancelation; or (2) the Scheduled Maturity Date has occurred with respect to all Notes of such Series not theretofore delivered to the Note Trustee for cancelation, and the Note Issuer has irrevocably deposited or caused to be irrevocably deposited with the Note Trustee cash, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Trustee for cancelation on the Scheduled Maturity Date therefor; (B) the Note Issuer has paid or caused to be paid all other sums payable hereunder by the Note Issuer with respect to such Series; and (C) the Note Issuer has delivered to the Note Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Note Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Notes of such Series have been complied with. (b) Subject to Sections 4.01(c) and 4.02, the Note Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Notes of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections [3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18] 3.18 and the operation of Section 5.01(iv) ("Covenant Defeasance Option") with respect to any Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with respect to any Series of Notes notwithstanding its prior exercise of the Covenant Defeasance Option with respect to such Series. If the Note Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Notes of such Series may not be accelerated because of an Event of Default. If the Note Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Notes of such Series may not be accelerated because of an Event of Default specified in Section 5.01(iv). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to any Series of Notes the Note Trustee, on reasonable demand of and at the expense of the Note Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal, premium, if any, and interest, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Note Trustee hereunder (including the rights of the Note Trustee under Section 6.07 and the obligations of the Note Trustee under Section 4.03) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Note Trustee payable to all or any of them, shall survive until the Notes of the Series as to which this Indenture or certain obligations hereunder have be satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) have been paid in full. Thereafter, the obligations in Sections 6.07 and 4.04 with respect to such Series shall survive.

Satisfaction and Discharge Defeasance. (a) Satisfaction Notwithstanding anything to the contrary contained in any Security Document, but subject to the Intercreditor Agreement and Discharge the Collateral Trust Agreement, the Issuer and any Subsidiary Guarantors shall be entitled to obtain a full release of Indenture; ---------------------------------------- Defeasance. This Indenture shall cease to be all of further effect with respect to ----------- the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest on the Notes and of any Series all obligations for the payment of money due and owing to the Note Collateral Trustee, on reasonable demand of and at the expense of Trustee or the Note IssuerHolders pursuant to the Notes, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes of such Seriesor any Security Documents, when (A) either (1) all Notes of such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Note Issuer and thereafter repaid to the Note Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Note Trustee for cancelation; or (2) the Scheduled Maturity Date has occurred with respect to all Notes of such Series not theretofore delivered to the Note Trustee for cancelation, and the Note Issuer has irrevocably deposited or caused to be irrevocably deposited with the Note Trustee cash, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Trustee for cancelation on the Scheduled Maturity Date therefor; (B) the Note Issuer has paid or caused to be paid all other sums payable hereunder by the Note Issuer with respect to such Series; and (C) the Note Issuer has delivered to the Note Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Note Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to upon the satisfaction and discharge of this Indenture in accordance with respect Article 8 or upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to Notes of such Series the Trustee and the Collateral Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been complied with. (b) Subject to Sections 4.01(c) and 4.02, paid or duly provided for. Upon the Note Issuer at release of any time may terminate (i) all Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections [3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18] and the operation Guarantees with the consent of Section 5.01(iv) ("Covenant Defeasance Option") with respect to any Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with respect to any Series of Notes notwithstanding its prior exercise of the Covenant Defeasance Option with respect to such Series. If the Note Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity each Holder of the Notes of such Series may not be accelerated because of an Event of Default. If the Note Issuer exercises the Covenant Defeasance Option affected thereby (including, without limitation, consents obtained in connection with respect to any Seriesa tender offer or exchange offer for, the maturity of the Notes of such Series may not be accelerated because of an Event of Default specified in Section 5.01(ivor purchase of, Notes). Upon satisfaction of delivery by the conditions set forth herein Issuer to the exercise Collateral Trustee of an Officers’ Certificate and an Opinion of Counsel, each to the Legal Defeasance Option or effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the Covenant Defeasance Option same Officers’ Certificate and Opinion of Counsel required by Article 9), together with respect such documentation, if any, as may be required by this Indenture prior to any Series the release of Notes such Collateral, the Note Trustee, on reasonable demand Collateral Trustee shall forthwith take all necessary action (at the written request of and at the expense of the Note Issuer) to release and reconvey to the Issuer and the applicable Subsidiary Guarantors without recourse, shall execute proper instruments acknowledging satisfaction and discharge representation or warranty all of the obligations that are terminated pursuant Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to such exercise. (c) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal, premium, if anythe Collateral Trustee, and interest, (iv) Sections 4.03 and 4.04, (v) shall deliver such Collateral in its possession to the rights, obligations and immunities of the Note Trustee hereunder (including the rights of the Note Trustee under Section 6.07 Issuer and the obligations of the Note Trustee under Section 4.03) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property deposited with the Note Trustee payable to all or any of themapplicable Subsidiary Guarantors, shall survive until the Notes of the Series as to which this Indenture or certain obligations hereunder have be satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) have been paid in full. Thereafterincluding, without limitation, the obligations in Sections 6.07 execution and 4.04 with respect to such Series shall survivedelivery of releases and satisfactions wherever required.