Common use of Satisfaction and Discharge of Indenture; Defeasance Clause in Contracts

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 306 and (II2) Recovery Bonds Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 405) or (ii) all Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Securities are denominated (1except as otherwise provided pursuant to Section 301) cash and/or sufficient (2in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations which through the scheduled payments without consideration of principal any reinvestment and interest after payment of all taxes or other charges and assessments in respect thereof in accordance with their terms are in an amount sufficient payable by the Trustee, to pay principalat maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer case may be, no default with respect to the Recovery Bonds when scheduled to be paid Securities has occurred and to discharge the entire indebtedness is continuing on the Recovery Bonds when due; (ii) date of such deposit, such deposit does not result in a breach or violation of, or constitute a default under, the Issuer has paid Indenture or caused any other agreement or instrument to which the Company is a party and the Company delivers an Officers' Certificate and an Opinion of Counsel each stating that such conditions have been complied with and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iii) the Issuer has delivered except as to the Indenture Trustee an Officer’s Certificate, an Opinion any surviving rights of Counsel registration of external counsel transfer or exchange of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent such Securities herein expressly provided for relating and rights to the satisfaction receive payments of principal of, and discharge of this Indenture with respect to Recovery Bonds have been complied with. (bpremium, if any, and interest on, such Securities) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections 3.04Securities of such series, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise Trustee, on demand of the Covenant Defeasance OptionCompany, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Storm Recovery Bonds Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds, when: (i) eitherEither: (A) all Storm Recovery Bonds theretofore authenticated and delivered (other than (I1) Storm Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Storm Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Storm Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Storm Recovery Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Storm Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Storm Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) pursuant to Section 10.04, the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Storm Recovery Bonds of any Series (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Storm Recovery Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to the Storm Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option of the Storm Recovery Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Storm Recovery Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Storm Recovery Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Company shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Company exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably Issuers shall have deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has Issuers shall also have paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered Issuers with respect to the Debt Securities of such series, then this Indenture Trustee shall cease to be of further effect (except as provided in Section 11.02(c)) with respect to the Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its of their respective obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Issuers may exercise their legal defeasance option notwithstanding its their prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Issuers shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered Issuers with respect to the Debt Securities of such series, then this Indenture Trustee shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its their obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal defeasance option”) or the operation of (i) any covenant made applicable to such Debt Securities pursuant to Section 2.03, (ii) its obligations under Sections 3.046.01(d), 3.05(g) and (h) and (iii), 3.06as they relate to any Significant Subsidiary Guarantor or any group of Subsidiary Guarantors that, 3.07taken together, 3.08constitute a Significant Subsidiary Guarantor only, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 Sections 6.01(e) and 3.19 and the operation of Section 5.01(a)(iii(f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option, the Guarantee will terminate with respect to Recovery Bondsthat series of Debt Securities. The Issuer Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Legal Defeasance Option Issuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default with respect to Recovery Bonds notwithstanding its prior the Debt Securities of such series. If the Issuers exercise their covenant defeasance option, payment of the Covenant Defeasance OptionDebt Securities of the defeased series may not be accelerated because of an Event of Default with respect to such series specified in Sections 6.01(d), (g) and (h) and, with respect to any Significant Subsidiary Guarantor or any group of Subsidiary Guarantors that, taken together, constitute a Significant Subsidiary Guarantor only, Sections 6.01(e) and (f) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Partnership shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Partnership as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Partnership shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Partnership shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Partnership, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Partnership accompanied by an Officer’s Certificate, Officers' Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Partnership, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Option”"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, 3.18 and 3.19 and the operation of Section 5.01(a)(iiiSections 6.01(d), (g) and (h) and, as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Option”) "covenant defeasance option"). If the Partnership exercises its legal defeasance option, the Guarantee will terminate with respect to Recovery Bondsthat series of Debt Securities. The Issuer Partnership may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership's obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership's obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This (i) If at any time the Partnership shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Partnership as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (1) the Partnership shall irrevocably deposit with the Trustee as trust funds money, U.S. Government Obligations on a combination thereof sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may be, and (2) the Partnership shall deliver to the Trustee a certificate to the effect described in Section 11.03(b) hereof, and if in the case described in either of the preceding clauses (i) and (ii) the Partnership shall also pay or cause to be paid all other sums then due and payable hereunder by the Partnership with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Debt Securities of such series, and the Indenture Trustee, on reasonable written demand of the Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerPartnership, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from Debt Securities of such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied withseries. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable) and (z), as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Partnership exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of a Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Partnership may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Securitization Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitization Bonds, when: (i) eitherEither: (A) all Recovery Securitization Bonds theretofore authenticated and delivered (other than (I1) Recovery Securitization Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Securitization Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitization Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Securitization Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Securitization Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Other Qualified Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Securitization Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitization Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Securitization Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitization Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Securitization Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Securitization Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitization Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitization Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to the Securitization Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Securitization Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably Issuers shall have deposited or caused cause to be irrevocably deposited in trust with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered Issuers with respect to the Debt Securities of such series, then this Indenture Trustee shall cease to be of further effect (except as provided in Section 11.02(c)) with respect to the Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Issuers may exercise their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Environmental Trust Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Environmental Trust Bonds, when: (i) either: (A) all Recovery Environmental Trust Bonds theretofore authenticated and delivered (other than (I1) Recovery Environmental Trust Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Environmental Trust Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Environmental Trust Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Environmental Trust Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Environmental Trust Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, and all other sums payable hereunder by the Issuer with respect to the Recovery Environmental Trust Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Environmental Trust Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Environmental Trust Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Environmental Trust Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Environmental Trust Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Environmental Trust Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Environmental Trust Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Environmental Trust Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to the Environmental Trust Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Environmental Trust Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Securitization Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitization Bonds, when: (i) either: (A) all Recovery Securitization Bonds theretofore authenticated and delivered (other than (I1) Recovery Securitization Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Securitization Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitization Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Securitization Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Securitization Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Other Qualified Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Securitization Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitization Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Securitization Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitization Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Securitization Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Securitization Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitization Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitization Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to the Securitization Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Securitization Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This The Environmental Control Bonds of any Series, all moneys payable with respect thereto and this Indenture as it applies to such Series shall cease to be of further effect and the lien hereunder shall be released with respect to such Series, interest shall cease to accrue on the Recovery Environmental Control Bonds of such Series and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery BondsEnvironmental Control Bonds of such Series, when: (iA) either (A1) all Recovery Environmental Control Bonds of such Series theretofore authenticated and delivered (other than (Ii) Recovery Environmental Control Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (IIii) Recovery Environmental Control Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I2) the Scheduled Expected Final Payment Date has occurred with respect to all Recovery Environmental Control Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one yearcancellation, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest cash, in respect thereof in accordance with their terms are trust for such purpose, in an amount sufficient to pay principal, interest and premium, if any, discharge the entire indebtedness on the Recovery such Environmental Control Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when dueExpected Final Payment Date therefor; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to such Series; and (iiiC) the Issuer has delivered to the Indenture Trustee and to the PSCWV an Officer’s Certificate, an Opinion of Counsel of from external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) 11.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Environmental Control Bonds of such Series have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Environmental Control Bonds 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, 3.18 3.18, 3.19 and 3.19 3.20 and the operation of Section 5.01(a)(iii5.01(iv) (“Covenant Defeasance Option”) with respect to Recovery any Series of Environmental Control Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery any Series of Environmental Control Bonds notwithstanding its prior exercise of the Covenant Defeasance OptionOption with respect to such Series. If the Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Environmental Control Bonds of such Series may not be (a) accelerated because of an Event of Default or (b) except as provided in Section 4.02, redeemed. If the Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Environmental Control Bonds 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 Environmental Control Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the 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) rights of substitution of mutilated, destroyed, lost or stolen Environmental Control Bonds, (iii) rights of Environmental Control Bondholders to receive payments of principal, premium, if any, and interest, but only from the amounts deposited with the Indenture Trustee for such payments, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Environmental Control Bondholders under this Indenture with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the Environmental Control Bonds 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) and 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 of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) If at any time the Partnership shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Partnership as provided in the last paragraph Section 11.05) or (ii) all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Partnership shall deposit with the Indenture Trustee (1) cash and/or (2) as trust funds money, U.S. Government Obligations which through or a combination thereof sufficient, as evidenced by a certificate that meets the scheduled payments requirements of principal and interest in respect thereof in accordance with their terms are in an amount sufficient Section 11.03(b) hereof, to pay principalat Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Partnership shall also pay or caused cause to be paid all other sums then due and payable hereunder by the Issuer; and Partnership with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Issuer has Debt Securities of such series, and the Partnership shall have delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountantsCounsel, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Debt Securities have been complied with and the Trustee, on demand of the Partnership accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Partnership, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03 and (y) Sections 6.01(d), (g) and (h) (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise If the Partnership exercises either its Legal Defeasance Option or its Covenant Defeasance Option with respect to Recovery Bonds Debt Securities of a particular series that are entitled to the benefit of a guarantee, the guarantee will terminate with respect to that series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Partnership may exercise its Legal Defeasance Option notwithstanding its prior exercise of the its Covenant Defeasance Option. If the Partnership exercises its Legal Defeasance Option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its Covenant Defeasance Option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07, 2.09, 4.02, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Issuers shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Issuers, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Issuers may exercise their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent a Certificate from a firm of Independent registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Energy Transition Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Energy Transition Bonds, when: (i) eitherEither: (A) all Recovery Energy Transition Bonds theretofore authenticated and delivered (other than (I1) Recovery Energy Transition Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Energy Transition Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Energy Transition Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Energy Transition Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Energy Transition Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Energy Transition Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Energy Transition Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Energy Transition Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Energy Transition Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and 3.19 and Section 3.19and the operation of Section 5.01(a)(iii5.01(c) with respect to the Energy Transition Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Energy Transition Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Energy Transition Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Energy Transition Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to the Energy Transition Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Energy Transition Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Energy Transition Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This If at any time (i) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09) as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities the exact amount (including the currency of payment) of principal of and interest due on which on the dates referred to in clause (B) below can be determined at the time of making the deposit referred to in such clause, (A) all the Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.04) or, in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay on any subsequent interest payment date all interest due on such interest payment date on the Securities of such series and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due to such date of maturity, as the case may be, and if, in any such case (i), (ii) or (iii), the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee pursuant to Section 6.06, with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Securities of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities of such series and the Indenture Issuer’s right of optional redemption, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), sinking fund payments, if any, (4) the rights (including the Trustee’s rights under Sections 6.06 and 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations under Sections 10.02 and 10.04 and (5) the obligations of the Issuer under Section 3.02), and the Trustee, on reasonable written demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the cost and expense of the Issuer, shall execute proper such instruments reasonably requested by the Issuer acknowledging such satisfaction of and discharge of discharging this Indenture with respect to such series. The Issuer agrees to reimburse the Recovery BondsTrustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. (b) The following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, whenOfficer’s Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to the right to discharge of the Indenture pursuant to subsection (a)(a) above, the Issuer, at its option and at any time, by written notice by an officer delivered to the Trustee, may elect to have all of its obligations discharged with all Outstanding Securities of a series (“Legal Defeasance”), such discharge to be effective on the date that the conditions set forth in clauses (i) through (iv) and (vi) of Section 10.01(d) are satisfied, and thereafter the Issuer shall be deemed to have paid and discharged the entire Debt on all the Securities of such a series, and satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned and this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities of such series, (2) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(d)(i), payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive, solely from the trust fund described in Section 10.01(d)(i), sinking fund payments, if any, (4) the rights (including the Trustee’s rights under Sections 6.06 and 10.05) and immunities of the Trustee hereunder and the Trustee’s obligations with respect to the Securities of such series under Sections 10.02 and 10.04 and (5) the obligations of the Issuer under Section 3.02). (c) The following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to the right to discharge of the Indenture pursuant to subsection (a) and to Legal Defeasance pursuant to subsection (b), above, the Issuer, at its option and at any time, by written notice executed by an officer delivered to the Trustee, may elect to have its obligations under any covenant contained in this Indenture or in the Board Resolution or supplemental indenture relating to such series pursuant to Section 2.03 discharged with respect to all Outstanding Securities of a series, this Indenture and any indentures supplemental to this Indenture with respect to such series (“Covenant Defeasance”), such discharge to be effective on the date the conditions set forth in clauses (i) through (iii) and (v) through (vi) of Section 10.01(d) are satisfied, and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration of Securityholders (and the consequences of any thereof) in connection with such covenants, but shall continue to be “Outstanding” for all other purposes under this Indenture. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities of a series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 5.01(c) or otherwise, but except as specified in this Section 10.01(c), the remainder of the Issuer’s obligations under the Securities of such series, this Indenture, and any indentures supplemental to this Indenture with respect to such series shall be unaffected thereby. (d) The following shall be the conditions to the application of Legal Defeasance under subsection (b) or Covenant Defeasance under subsection (c) to the Securities of the applicable series: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer irrevocably deposits or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused causes to be irrevocably deposited in trust with the Indenture Trustee (1) or, at the option of the Trustee, with a trustee satisfactory to the Trustee and the Issuer, cash and/or (2) or U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount that will generate cash sufficient to pay principalprincipal of and interest on the Outstanding Securities of such series to maturity or redemption, interest as the case may be, and premiumto pay all other amounts payable by it hereunder, provided that (A) the trustee of the irrevocable trust, if any, shall have been irrevocably instructed to pay such funds or the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such funds or the proceeds of such U.S. Government Obligations to (x) the principal and interest on all Securities of such series on the Recovery Bonds not theretofore delivered to date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture Trustee for cancellation and the Securities of such series, and the Issuer shall also pay or cause to be paid all other sums amounts payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when duesuch series; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered delivers to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent specified herein provided for relating to Legal Defeasance or Covenant Defeasance, as the satisfaction and discharge of this Indenture with respect to Recovery Bonds case may be, have been complied with., and an Opinion of Counsel to the same effect; (iii) no Event of Default under subsection (a), (b), (d) Subject to Sections 4.01(eor (e) of Section 5.01 shall have occurred and 4.02be continuing, and no event which with notice or lapse of time or both would become such an Event of Default shall have occurred and be continuing, on the date of such deposit; (iv) in the event of an election for Legal Defeasance under subsection (b), the Issuer at any time may terminate shall have delivered to the Trustee an Opinion of Counsel stating that (iA) all its obligations under the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the Recovery Bonds same amounts, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur; (“Legal Defeasance Option”v) 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, 3.18 and 3.19 and in the operation event of Section 5.01(a)(iii) (“an election for Covenant Defeasance Option”) under subsection (c), the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to Recovery Bondssuch Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur; and (vi) notwithstanding any other provisions of this subsection (d), such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Issuer pursuant to Section 2.03. The Issuer may exercise the Legal Defeasance Option with respect After such irrevocable deposit made pursuant to Recovery Bonds notwithstanding its prior exercise this Section 10.01(d) and satisfaction of the Covenant Defeasance Optionother conditions set forth in this subsection (d), the Trustee upon the Issuer’s written request shall execute such instruments reasonably requested by the Issuer acknowledging the discharge of the Issuer’s obligations pursuant to this Section 10.01.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (IA) Recovery Bonds that Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant redemption date, surrender of which has been waived, (B) any Debt Securities and Coupons of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (IIC) Recovery Bonds Debt Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 11.05) or (ii) all Debt Securities and the last paragraph Coupons, if any, of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities and any right to receive additional interest as provided in Section 4.06) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers' Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Option”"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, 3.18 and 3.19 and the operation of Section 5.01(a)(iiiSections 6.01(d), (e), (h) and (“Covenant Defeasance Option”i) with respect and the covenants relating to Recovery Bondsa series of Debt Securities ("covenant defeasance option"). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f), (i) and (j) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt 64 73 Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancelation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II2) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 11.05) or (ii) all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation cancelation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancelation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iii) the Issuer has delivered except as to the Indenture Trustee an Officer’s Certificate, an Opinion any surviving rights of Counsel registration of external counsel transfer or exchange of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent such Debt Securities herein expressly provided for relating and rights to the satisfaction receive payments of principal of, and discharge of this Indenture premium, if any, and interest on, such Debt Securities) with respect to Recovery Bonds have been complied withthe Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an opinion of counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate terminate, with respect to Debt Securities of a particular series, (i) all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Option”"legal defeasance option") or (ii) its obligations with respect to the Debt Securities of such series 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, 3.18 clause (ii) of Section 10.01 and 3.19 the related operation of Section 6.01(d) and the operation of Section 5.01(a)(iiiSections 6.01(e), (f) and (i) (“Covenant Defeasance Option”) with respect to Recovery Bonds"covenant defeasance option"). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f) and (i) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Company shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.0 1(d), (g) and (h) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Company exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This The Transition Bonds of any Series, all moneys payable with respect thereto and this Indenture as it applies to such Series shall cease to be of further effect and the lien hereunder shall be released with respect to such Series, interest shall cease to accrue on the Recovery Transition Bonds of such Series and the Indenture Bond Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery BondsTransition Bonds of such Series, when: (iA) either (A1) all Recovery Transition Bonds of such Series theretofore authenticated and delivered (other than (Ii) Recovery Transition Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (IIii) Recovery Transition Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Bond Trustee for cancellationcancelation; or (B) either (I2) the Scheduled Expected Final Payment Date or Redemption Date has occurred with respect to all Recovery Transition Bonds of such Series not theretofore delivered to the Indenture Bond Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one yearcancelation, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Bond Trustee cash, in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are for such purpose, in an amount sufficient to pay principal, interest and premium, if any, discharge the entire indebtedness on the Recovery such Transition Bonds not theretofore delivered to the Indenture Bond Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when dueExpected Final Payment Date or Redemption Date, as applicable, therefor; (iiB) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to such Series; and (iiiC) the Issuer has delivered to the Indenture Bond Trustee an Officer’s 's Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Bond Trustee) an Independent Certificate from a firm of registered certified public accountants, each meeting the applicable requirements of Section 10.01(a) 11.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Transition Bonds of such Series have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Transition Bonds 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, 3.18 3.18, 3.19 and 3.19 3.20 and the operation of Section 5.01(a)(iii5.01(iv) (“"Covenant Defeasance Option”") with respect to Recovery any Series of Transition Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery any Series of Transition Bonds notwithstanding its prior exercise of the Covenant Defeasance OptionOption with respect to such Series.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II2) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 11.05) or (ii) all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iii) the Issuer has delivered except as to the Indenture Trustee an Officer’s Certificate, an Opinion any surviving rights of Counsel registration of external counsel transfer or exchange of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent such Debt Securities herein expressly provided for relating and rights to the satisfaction receive payments of principal of, and discharge of this Indenture premium, if any, and interest on, such Debt Securities) with respect to Recovery Bonds have been complied withthe Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an opinion of counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate terminate, with respect to Debt Securities of a particular series, (i) all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Option”"legal defeasance option") or (ii) its obligations with respect to the Debt Securities of such series 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, 3.18 clause (ii) of Section 10.01 and 3.19 the related operation of Section 6.01(d) and the operation of Section 5.01(a)(iiiSections 6.01(e), (f) and (i) (“Covenant Defeasance Option”) with respect to Recovery Bonds"covenant defeasance option"). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f) and (i) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (ai) This If at any time the Partnership shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Partnership as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (1) the Partnership shall irrevocably deposit with the Trustee as trust funds money, U.S. Government Obligations on a combination thereof sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may be, and (2) the Partnership shall deliver to the Trustee a certificate to the effect described in Section 11.03(b) hereof, and if in the case described in either of the preceding clauses (i) and (ii) the Partnership shall also pay or cause to be paid all other sums then due and payable hereunder by the Partnership with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Debt Securities of such series, and the Indenture Trustee, on reasonable written demand of the Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerPartnership, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from Debt Securities of such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied withseries. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable) and (z), as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Partnership exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of a Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Partnership may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery System Restoration Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery System Restoration Bonds, when: (i) either (A) all Recovery System Restoration Bonds theretofore authenticated and delivered (other than (I1) Recovery System Restoration Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery System Restoration Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery System Restoration Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery such System Restoration Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery such System Restoration Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery such System Restoration Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery such System Restoration Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to the System Restoration Bonds; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external Independent counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery System Restoration Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery System Restoration Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“Covenant Defeasance Option”) with respect to Recovery the System Restoration Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery the System Restoration Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the System Restoration Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the System Restoration Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Indenture Trustee, on reasonable written demand of and at the expense of the 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 System Restoration Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the System Restoration Bonds as to which this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Deferred Fuel Cost Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Deferred Fuel Cost Bonds, when: (i) eitherEither: (A) all Recovery Deferred Fuel Cost Bonds theretofore authenticated and delivered (other than (I1) Recovery Deferred Fuel Cost Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Deferred Fuel Cost Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Deferred Fuel Cost Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Deferred Fuel Cost Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Deferred Fuel Cost Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Deferred Fuel Cost Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Deferred Fuel Cost Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) pursuant to Section 10.04, the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Deferred Fuel Cost Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Deferred Fuel Cost Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Deferred Fuel Cost Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Deferred Fuel Cost Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Deferred Fuel Cost Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Deferred Fuel Cost Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option of the Deferred Fuel Cost Bonds, the Indenture Trustee, upon receipt of reasonable written demand of and at the sole expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Deferred Fuel Cost Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, powers, privileges, obligations, protections, indemnities, limitations of liability and immunities of the Indenture Trustee, the Paying Agent, the Transfer Agent and the Deferred Fuel Cost Bond Registrar hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Deferred Fuel Cost Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations, privileges, rights, protections, indemnities, limitations of liability and immunities in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Securitized Utility Tariff Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitized Utility Tariff Bonds, when: (i) eitherEither: (A) all Recovery Securitized Utility Tariff Bonds theretofore authenticated and delivered (other than (I1) Recovery Securitized Utility Tariff Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Securitized Utility Tariff Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Securitized Utility Tariff Bonds will be due and payable on their respective the Scheduled Final Payment Dates Date within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest principal of and premium, if any, and interest on the Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Securitized Utility Tariff Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitized Utility Tariff Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) pursuant to Section 10.04, the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Securitized Utility Tariff Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitized Utility Tariff Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Securitized Utility Tariff Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Securitized Utility Tariff Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option of the Securitized Utility Tariff Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Securitized Utility Tariff Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Securitized Utility Tariff Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations, rights, indemnities and immunities in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Transition Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Transition Bonds, when: (i) either (A) all Recovery Transition Bonds theretofore authenticated and delivered (other than (I1) Recovery Transition Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Transition Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Transition Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Transition Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Transition Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Transition Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Transition Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Transition Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Transition Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“Covenant Defeasance Option”) with respect to Recovery Transition Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Transition Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Transition Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Transition Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to Transition Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the 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 Transition Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Securitized Utility Tariff Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitized Utility Tariff Bonds, when: (i) either (A) all Recovery Securitized Utility Tariff Bonds theretofore authenticated and delivered (other than (I) Recovery Securitized Utility Tariff Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Securitized Utility Tariff Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Securitized Utility Tariff Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Securitized Utility Tariff Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitized Utility Tariff Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of independent registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Securitized Utility Tariff Bonds have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitized Utility Tariff Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Securitized Utility Tariff Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Securitized Utility Tariff Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. (c) If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default specified in Section 5.01(a)(iii). (d) Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to Securitized Utility Tariff Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (e) 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 Securitized Utility Tariff Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This (i) If at any time the Company shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (1) the Company shall irrevocably deposit with the Trustee as trust funds money, U.S. Government Obligations or a combination thereof sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may be, and (2) the Company shall deliver to the Trustee a certificate to the effect described in Section 11.03(b) hereof, if applicable, and if in the case described in either of the preceding clauses (i) and (ii) the Company shall also pay or cause to be paid all other sums then due and payable hereunder by the Company with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Debt Securities of such series, and the Indenture Trustee, on reasonable written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from Debt Securities of such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied withseries. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable) and (z), as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Company exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of a Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be shall have become due and payable on by reason of the giving of a notice of redemption or otherwise, or are by their respective Scheduled Final Payment Dates terms to become due and payable within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has Issuers shall irrevocably deposited or caused to be irrevocably deposited in trust deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments sufficient, without consideration of principal and interest in respect thereof in accordance with their terms are in an amount sufficient any investment of interest, to pay principaland discharge the entire indebtedness of all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest for principal and premium, if any, on the Recovery Bonds not theretofore delivered and accrued interest to the Indenture Trustee for cancellation date of such deposit (in the case of Debt Securities that have become due and all other sums payable hereunder by the Issuer with respect payable) or to the Recovery Bonds when scheduled to be paid stated maturity or Redemption Date, as the case may be, and to discharge if in either case the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered Issuers with respect to the Debt Securities of such series, then this Indenture Trustee shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its their obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Issuers may exercise their legal defeasance option notwithstanding its their prior exercise of their covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) either all Recovery Bonds theretofore authenticated and delivered (other than (Ii) Recovery Bonds that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (IIii) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) or the Scheduled Final Payment Maturity Date or Redemption Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one yearcancellation, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee cash, in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are for such purpose, in an amount sufficient to pay principal, interest and premium, if any, discharge the entire indebtedness on the Recovery such Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when dueScheduled Maturity Date therefor; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered certified public accountants, each meeting the applicable requirements of Section 10.01(a11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“"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, 3.17 and 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(d) (“"Covenant Defeasance Option”") with respect to Recovery the Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default specified in Section 5.01(d). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Trustee, on reasonable demand of and at the expense of the 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), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments of principal and interest, (iv) Sections 4.03, 4.04 and 11.19, (v) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.07 and the obligations of the Trustee under Section 4.03) and (vi) the rights of Bondholders as beneficiaries hereof with respect to the property deposited with the Trustee payable to all or any of them, shall survive until the Bonds, as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b), have been paid in full. Thereafter, the obligations in Sections 4.04, Section 6.07 and 11.19 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Consumer Rate Relief Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Consumer Rate Relief Bonds, when: (i) either (A) all Recovery Consumer Rate Relief Bonds theretofore authenticated and delivered (other than (I1) Recovery Consumer Rate Relief Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Consumer Rate Relief Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Consumer Rate Relief Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Consumer Rate Relief Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Consumer Rate Relief Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, other Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Consumer Rate Relief Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Consumer Rate Relief Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Consumer Rate Relief Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Consumer Rate Relief Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“Covenant Defeasance Option”) with respect to Recovery Consumer Rate Relief Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Consumer Rate Relief Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Consumer Rate Relief Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Consumer Rate Relief Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to Consumer Rate Relief Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the 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 Consumer Rate Relief Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Nuclear Asset-Recovery Bonds of any Series, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Nuclear Asset-Recovery BondsBonds of such Series, when: (i) eitherEither: (A) all Nuclear Asset-Recovery Bonds of such Series theretofore authenticated and delivered (other than (I1) Nuclear Asset-Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Nuclear Asset-Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Nuclear Asset-Recovery Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Nuclear Asset-Recovery Bonds of such Series will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Nuclear Asset-Recovery Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Nuclear Asset-Recovery Bonds of such Series when scheduled to be paid and to discharge the entire indebtedness on the Nuclear Asset-Recovery Bonds of such Series when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to such Series; and (iii) the Issuer has delivered to the Indenture Trustee and the Commission an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Nuclear Asset-Recovery Bonds of such Series have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Nuclear Asset-Recovery Bonds of any Series (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Nuclear Asset-Recovery Bonds of any Series (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to any Series of the Nuclear Asset-Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance OptionOption with respect to such Series. If the Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Nuclear Asset-Recovery Bonds of such Series may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Nuclear Asset-Recovery Bonds of such Series may not be accelerated because of an Event of Default specified in Section 5.01(c). 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 the Nuclear Asset-Recovery Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Nuclear Asset-Recovery Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Nuclear Asset-Recovery Bonds of the Series as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 with respect to such Series shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Issuers shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Issuers, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), 6.01(g) and 6.01(h), as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and 6.01(f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise their legal defeasance option, the Guarantee will terminate with respect to Recovery Bondsthat series of Debt Securities. The Issuer Issuers may exercise the Legal Defeasance Option with respect to Recovery Bonds their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), 6.01(g) and 6.01(h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and 6.01(f) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Securitized Utility Tariff Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitized Utility Tariff Bonds, when: (i) either (A) all Recovery Securitized Utility Tariff Bonds theretofore authenticated and delivered (other than (I) Recovery Securitized Utility Tariff Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Securitized Utility Tariff Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Securitized Utility Tariff Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Securitized Utility Tariff Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitized Utility Tariff Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Securitized Utility Tariff Bonds have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitized Utility Tariff Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Securitized Utility Tariff Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Securitized Utility Tariff Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. (c) If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default specified in Section 5.01(a)(iii). (d) Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to Securitized Utility Tariff Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (e) 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 Securitized Utility Tariff Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Storm Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds, when: (i) either (A) all Storm Recovery Bonds theretofore authenticated and delivered (other than (I1) Storm Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Storm Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the such Storm Recovery Bonds will be due and payable on their respective the Scheduled Final Payment Dates Date within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the such Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the such Storm Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the such Storm Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to the Storm Recovery Bonds; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external Independent counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Storm Recovery Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Storm Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“Covenant Defeasance Option”) with respect to the Storm Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to the Storm Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Indenture Trustee, on reasonable written demand of and at the expense of the 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 Storm Recovery Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the Storm Recovery Bonds as to which this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery System Restoration Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery System Restoration Bonds, when: (i) either (A) all Recovery System Restoration Bonds theretofore authenticated and delivered (other than (I1) Recovery System Restoration Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery System Restoration Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery System Restoration Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery System Restoration Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery System Restoration Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery System Restoration Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery System Restoration Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery System Restoration Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery System Restoration Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“Covenant Defeasance Option”) with respect to Recovery System Restoration Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery System Restoration Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the System Restoration Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the System Restoration Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to System Restoration Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the 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 System Restoration Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Securitized Utility Tariff Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitized Utility Tariff Bonds, when: (i) eitherEither: (A) all Recovery Securitized Utility Tariff Bonds theretofore authenticated and delivered (other than (I1) Recovery Securitized Utility Tariff Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Securitized Utility Tariff Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Securitized Utility Tariff Bonds will be due and payable on their respective the Scheduled Final Payment Dates Date within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalprincipal of, interest and premium, if any, and interest on the Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Securitized Utility Tariff Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitized Utility Tariff Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) pursuant to Section 10.04, the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Securitized Utility Tariff Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitized Utility Tariff Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Securitized Utility Tariff Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Securitized Utility Tariff Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option of the Securitized Utility Tariff Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Securitized Utility Tariff Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Securitized Utility Tariff Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations, rights, indemnities and immunities in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Company shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) Section 11.02(c), Section 11.03 and 4.02Section 11.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Section 5.01(a)(iii4.09 and Section 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 2.03, (y) Section 6.01(d), Section 6.01(g) and Section 6.01(h)and (z) as they relate to the Subsidiary Guarantors only, Section 6.01(e) and Section 6.01(f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Company exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Section 6.01(d), Section 6.01(g) and Section 6.01(h) and, with respect to the Subsidiary Guarantors only, Section 6.01(e) and Section 6.01(f). Upon satisfaction of the conditions set forth herein and upon 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 2.07, Section 2.09, Section 4.02, Section 4.03, Section 4.04, the last sentence of Section 4.05(a), Section 4.06(a)), Section 5.01, Section 7.06, Section 11.05, Section 11.06 and Section 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Section 7.06, Section 11.05 and Section 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Issuers shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Issuers, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Issuers may exercise their legal defeasance option notwithstanding its their prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (IA) Recovery Bonds that Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant redemption date, surrender of which has been waived, (B) any Debt Securities and Coupons of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (IIC) Recovery Bonds Debt Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 11.05) or (ii) all Debt Securities and the last paragraph Coupons, if any, of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably Company shall have deposited or caused to be irrevocably deposited in trust with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has Company shall also have paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered Company with respect to the Debt Securities of such series, then this Indenture Trustee shall cease to be of further effect (except as provided in Section 11.02(c) and except as to any right to receive additional interest as provided in Section 4.06) with respect to the Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) Sections 4.09 and 4.10, (y) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, and (z) Sections 6.01(d), (e), (f) and (i) (“Covenant Defeasance Optioncovenant defeasance option”) with respect to Recovery Bonds). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f) and (i) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.03, 4.04, 4.06, the last sentence of 4.07(a), 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Securitized Utility Tariff Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitized Utility Tariff Bonds, when: (i) either (A) all Recovery Securitized Utility Tariff Bonds theretofore authenticated and delivered (other than (I) Recovery Securitized Utility Tariff Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Securitized Utility Tariff Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Securitized Utility Tariff Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an aggregate amount sufficient to pay principal, interest and premium, if any, on the Recovery Securitized Utility Tariff Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Securitized Utility Tariff Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitized Utility Tariff Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate a certificate from a firm of Independent registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Securitized Utility Tariff Bonds have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitized Utility Tariff Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Securitized Utility Tariff Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Securitized Utility Tariff Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. (c) If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitized Utility Tariff Bonds may not be accelerated because of an Event of Default specified in Section 5.01(a)(iii). (d) Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to Securitized Utility Tariff Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (e) 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 Securitized Utility Tariff Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Issuer or any Guarantor shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II2) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph Section 11.05) or (ii) all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust the Guarantor shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all such Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation case may be, and all other sums payable hereunder by if in either case the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused a Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer; and Issuer or a Guarantor, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities with respect to the Debt Securities of such series) and the Trustee, on demand of the Issuer has delivered to the Indenture Trustee or a Guarantor accompanied by an Officer’s Certificate, Certificate or the Issuer or such Guarantor and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer or a Guarantor, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer and any Guarantor at any time may terminate terminate, with respect to Debt Securities of a particular series, (i) all its their respective obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series and under any Guarantee in respect thereof (“Legal Defeasance Optionlegal defeasance option”) or (ii) its their respective obligations with respect to the Debt Securities of such series and 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, 3.18 the any Guarantee in respect thereof under Section 10.01 and 3.19 the related operation of Section 6.01(d) and the operation of Sections 4.05 and 6.01(d) and (h) (and, if specified pursuant to Section 5.01(a)(iii2.03, any other obligation of the Issuer or any Guarantor or restrictive covenant added for the benefit of such series pursuant to Section 2.03) (“Covenant Defeasance Optioncovenant defeasance option”) with respect to Recovery Bonds). The Issuer and any Guarantor may exercise the Legal Defeasance Option with respect to Recovery Bonds legal defeasance option notwithstanding its prior exercise of the Covenant Defeasance Optioncovenant defeasance option. If the Issuer and any Guarantor exercise the legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuer and any Guarantor exercise the covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d) and (h) (and, if specified pursuant to Section 2.03, any other obligation of the Issuer or any Guarantor or restrictive covenant added for the benefit of such series pursuant to Section 2.03) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Issuer or any Guarantor, accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and such Guarantor, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer or such Guarantor terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s and any Guarantor’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuer’s and any Guarantor’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancelation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (IA) Recovery Bonds that Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant redemption date, surrender of which has been waived, (B) any Debt Securities and Coupons of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (IIC) Recovery Bonds Debt Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 11.05) or (ii) all Debt Securities and the last paragraph Coupons, if any, of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation cancelation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancelation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities and any right to receive additional interest as provided in Section 4.06) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers' Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate terminate, with respect to Debt Securities of a particular series, (i) all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Option”"legal defeasance option") or (ii) its obligations with respect to the Debt Securities of such series 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, 3.18 clause (c) of Section 10.01 and 3.19 the related operation of Section 6.01(d) and the operation of Section 5.01(a)(iiiSections 6.01(e), (f), (i) and (j) (“Covenant Defeasance Option”) with respect to Recovery Bonds"covenant defeasance option"). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f), (i) and (j) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Partnership shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds any Debt Securities of such series that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Partnership as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Partnership shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such Stated Maturity date or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Partnership shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Partnership, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Partnership accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Partnership, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, and (y) Sections 4.09. 4.10, 6.01(d) and 6.01(g) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Partnership exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of a guarantee, such guarantee will terminate with respect to Recovery Bonds that series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Partnership may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d) and (g) (except to the extent covenants or agreements referenced in such Sections remain, by their express terms, applicable subsequent to the occurrence of the effect of a covenant defeasance option). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, the third sentence of 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (IA) Recovery Bonds that Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant redemption date, surrender of which has been waived, (B) any Debt Securities and Coupons of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (IIC) Recovery Bonds Debt Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 11.05) or (ii) all Debt Securities and the last paragraph Coupons, if any, of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities and any right to receive additional interest as provided in Section 4.06) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of Section 5.01(a)(iiiSections 6.01(d), (e), (f) and (i) (“Covenant Defeasance Optioncovenant defeasance option”) with respect to Recovery Bonds). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f) and (i) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This (i) If at any time the Company shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (1) the Company shall irrevocably deposit with the Trustee as trust funds money, U.S. Government Obligations on a combination thereof sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may be, and (2) the Company shall deliver to the Trustee a certificate to the effect described in Section 11.03(b) hereof, and if in the case described in either of the preceding clauses (i) and (ii) the Company shall also pay or cause to be paid all other sums then due and payable hereunder by the Company with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Debt Securities of such series, and the Indenture Trustee, on reasonable written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from Debt Securities of such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied withseries. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable) and (z), as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Company exercises either its legal defeasance option or its covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of a Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Transition Bonds of any Series and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery BondsTransition Bonds of such Series, when: (i) either (A) : either all Recovery Transition Bonds of such Series theretofore authenticated and delivered (other than (I1) Recovery Transition Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Transition Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) or either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Transition Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery such Transition Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery such Transition Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery such Transition Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery such Transition Bonds when due; (ii) ; the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to such Series; and (iii) and the Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel of external Independent counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Transition Bonds of such Series have been complied with. (b) . Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Transition Bonds 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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“"Covenant Defeasance Option”") with respect to Recovery any Series of Transition Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery any Series of Transition Bonds notwithstanding its prior exercise of the Covenant Defeasance OptionOption with respect to such Series. If the Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Transition Bonds of such Series may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Transition Bonds of such Series may not be accelerated because of an Event of Default specified in Section 5.01(iii). 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 Transition Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. 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 Transition Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the Transition Bonds of the Series as to which this Indenture or certain obligations hereunder have been 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 of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Notes of any Series and the Indenture Trustee, on reasonable written 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 Recovery BondsNotes of such Series, when: (iA) either (A1) all Recovery Bonds Notes of such Series theretofore authenticated and delivered (other than (Ii) Recovery Bonds Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (IIii) Recovery Bonds 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 the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B2) either (I) the x)the Scheduled Final Payment Maturity Date has occurred with respect to all Recovery Bonds Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation or cancellation, (IIy) the Recovery Bonds such Notes will be due and payable on their respective Scheduled Final Payment Maturity Dates within one year, or (z) such Notes are to be called for redemption within one year in accordance with the provisions of the applicable Trustee's Issuance Certificate or Series Supplement, if any, and in any such case, the Note Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest cash, in respect thereof in accordance with their terms are trust for such purpose, in an amount sufficient to pay principal, interest and premium, if any, discharge the entire indebtedness on the Recovery Bonds such Notes not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (iiB) the Note Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerNote Issuer with respect to such Series; and (iiiC) the Note Issuer has delivered to the Indenture Trustee an Officer’s 's Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered certified public accountants, each meeting the applicable requirements of Section 10.01(a11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds Notes of such Series have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Note Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds 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, 3.17 and 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iv) (“"Covenant Defeasance Option”") with respect to Recovery Bondsany Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds any Series of Notes notwithstanding its prior exercise of the Covenant Defeasance OptionOption 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 Indenture 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 Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture 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 of Indenture; Defeasance. (a) This If at any time the Partnership shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series that shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Partnership as provided in Section 8.05) or all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Partnership shall deposit with the Trustee as trust funds the entire amount in the currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 2.01) sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may be, and if in either case the Partnership shall also pay or cause to be paid all other sums then due and payable hereunder by the Partnership with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Debt Securities of such series, and the Indenture Trustee, on reasonable written demand of the Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerPartnership, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from Debt Securities of such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied withseries. (b) Subject to Sections 4.01(e) 8.02(c), 8.03 and 4.028.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.01, (y) Sections 6.01(4), (7) and (8) (except to the extent covenants or agreements referenced in Section 6.01(4) remain applicable) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(5) and (6) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Partnership exercises either its legal defeasance option or its covenant defeasance obligation, each Guarantee will terminate with respect to Recovery Bondsthat series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Issuer Partnership may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(4), (7) and (8) and, with respect to the Guarantors only, Sections 6.01(5) and (6) (except to the extent covenants or agreements referenced in Section 6.01(4) remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.05, 2.08, 2.09, 4.02, 4.07, 7.07, 8.05, 8.06 and 8.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Storm Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds, when: (i) either (A) all Storm Recovery Bonds theretofore authenticated and delivered (other than (I1) Storm Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Storm Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the such Storm Recovery Bonds will be due and payable on their respective the Scheduled Final Payment Dates Date within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the such Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the such Storm Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the such Storm Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to the Storm Recovery Bonds; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external Independent counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Storm Recovery Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Storm Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“Covenant Defeasance Option”) with respect to the Storm Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to the Storm Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Indenture Trustee, on reasonable written demand of and at the expense of the 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 Storm Recovery Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the Storm Recovery Bonds as to which this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Company shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds are by their terms will be become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company (iiior any other obligor on the Debt Securities of such series), then this Indenture shall cease to be of further effect (except as provided in clause (c) the Issuer has delivered below) with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers' Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withsuch series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its of the obligations of the Company and any other obligor on such series under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Option”"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, 3.18 and 3.19 and the operation of (x) the covenants in Sections 4.09 and 4.10, (y) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03 and (z) Section 6.01(d), but only as it relates to any such covenant (“Covenant Defeasance Option”) "covenant defeasance option"). If the Company exercises its legal defeasance option, each Guarantee will terminate with respect to Recovery Bondsthat series of Debt Securities. The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in clause (z) of the preceding paragraph. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This If at any time the Partnership shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series that shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Partnership as provided in Section 8.05) or all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Partnership shall deposit with the Trustee as trust funds the entire amount in the currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 2.01) sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may be, and if in either case the Partnership shall also pay or cause to be paid all other sums then due and payable hereunder by the Partnership with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Debt Securities of such series, and the Indenture Trustee, on reasonable written demand of the Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerPartnership, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from Debt Securities of such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied withseries. (b) Subject to Sections 4.01(e) 8.02(c), 8.03 and 4.028.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.01, (y) Sections 6.01(4), (7) and (8) (except to the extent covenants or agreements referenced in Section 6.01(4) remain applicable) and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(5) and (6) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Partnership exercises either its legal defeasance option or its covenant defeasance obligation, each Guarantee will terminate with respect to Recovery Bondsthat series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Issuer Partnership may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(4), (7) and (8) and, with respect to the Subsidiary Guarantors only, Sections 6.01(5) and (6) (except to the extent covenants or agreements referenced in Section 6.01(4) remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.05, 2.08, 2.09, 4.02, 4.07, 7.07, 8.05, 8.06 and 8.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II2) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 11.05) or (ii) all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iii) the Issuer has delivered except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate terminate, with respect to Debt Securities of a particular series, (i) all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal defeasance option”) or (ii) its obligations with respect to the Debt Securities of such series 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, 3.18 Section 10.01 and 3.19 the related operation of Section 6.01(d) and the operation of Sections 4.05 and 6.01(e), (f), (i) and (j) (and, if specified pursuant to Section 5.01(a)(iii2.03, any other obligation of the Company or restrictive covenant added for the benefit of such series pursuant to Section 2.03) (“Covenant Defeasance Optioncovenant defeasance option”) with respect to Recovery Bonds). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f), (i) and (j) (and, if specified pursuant to Section 2.03, any other obligation of the Company or restrictive covenant added for the benefit of such series pursuant to Section 2.03) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense 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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company [or the Guarantor] shall have delivered to the Trustee for cancellation all Recovery Bonds Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 306 and (II2) Recovery Bonds Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer Company [or discharged from such trust, the Guarantor] as provided in the last paragraph Section 405) or (ii) all Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the currency in which such Securities are denominated (1except as otherwise provided pursuant to Section 301) cash and/or sufficient (2in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations which through the scheduled payments without consideration of principal any reinvestment and interest after payment of all taxes or other charges and assessments in respect thereof in accordance with their terms are in an amount sufficient payable by the Trustee, to pay principalat maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer case may be, no default with respect to the Recovery Bonds when scheduled to be paid Securities has occurred and to discharge the entire indebtedness is continuing on the Recovery Bonds when due; (ii) date of such deposit, such deposit does not result in a breach or violation of, or constitute a default under, the Issuer has paid Indenture or caused any other agreement or instrument to which the Company [or the Guarantor] is a party and the Company delivers an Officers' Certificate and an Opinion of Counsel each stating that such conditions have been complied with and if in either case the Company [or the Guarantor] shall also pay or cause to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Company [or the Guarantor], then this Indenture Trustee) an Independent Certificate from a firm shall cease to be of registered public accountants, each meeting the applicable requirements further effect (except as to any surviving rights of Section 10.01(a) and each stating that all conditions precedent registration of transfer or exchange of such Securities herein expressly provided for relating and rights to the satisfaction receive payments of principal of, and discharge of this Indenture with respect to Recovery Bonds have been complied with. (bpremium, if any, and interest on, such Securities) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections 3.04Securities of such series, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise Trustee, on demand of the Covenant Defeasance OptionCompany [or the Guarantor], shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.

Satisfaction and Discharge of Indenture; Defeasance. (a) This The BGS Transition Bonds of any Series, all moneys payable with respect thereto and this Indenture as it applies to such Series shall cease to be of further effect and the Lien hereunder shall be released with respect to such Series, interest shall cease to accrue on the Recovery BGS Transition Bonds of such Series and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery BondsBGS Transition Bonds of such Series, when: (i) either (A) all Recovery BGS Transition Bonds of such Series theretofore authenticated and delivered (other than (I1) Recovery BGS Transition Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 2.6 and (II2) Recovery BGS Transition Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Expected Final Payment Date has occurred with respect to all Recovery BGS Transition Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one yearcancellation, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee cash, in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are for such purpose, in an amount sufficient to pay principal, interest and premium, if any, discharge the entire indebtedness on the Recovery such BGS Transition Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when dueExpected Final Payment Date therefor; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to such Series; and (iii) the Issuer has delivered to the Indenture Trustee and to the BPU an Issuer Officer’s 's Certificate, an Issuer Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered certified public accountants, each meeting the applicable requirements of Section 10.01(a) 11.1 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery BGS Transition Bonds of such Series have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Issuers shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Issuers, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Guarantors only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise Debt Securities of a particular series that are entitled to the Legal Defeasance Option benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Issuers may exercise their legal defeasance option notwithstanding its their prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Guarantors only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Storm Recovery Bonds Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds, when: (i) eitherEither: (A) all Storm Recovery Bonds theretofore authenticated and delivered (other than (I1) Storm Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Storm Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Storm Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Storm Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Storm Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) pursuant to Section 10.04, the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Storm Recovery Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Storm Recovery Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to the Storm Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option of the Storm Recovery Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Storm Recovery Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Storm Recovery Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company or the Guarantor shall have delivered to the Trustee for cancellation all Recovery Bonds Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 306 and (II2) Recovery Bonds Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer Company or discharged from such trust, the Guarantor as provided in the last paragraph Section 405) or (ii) all Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the currency in which such Securities are denominated (1except as otherwise provided pursuant to Section 301) cash and/or sufficient (2in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations which through the scheduled payments without consideration of principal any reinvestment and interest after payment of all taxes or other charges and assessments in respect thereof in accordance with their terms are in an amount sufficient payable by the Trustee, to pay principalat maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer case may be, no default with respect to the Recovery Bonds when scheduled to be paid Securities has occurred and to discharge the entire indebtedness is continuing on the Recovery Bonds when due; (ii) date of such deposit, such deposit does not result in a breach or violation of, or constitute a default under, the Issuer has paid Indenture or caused any other agreement or instrument to which the Company or the Guarantor is a party and the Company delivers an Officers' Certificate and an Opinion of Counsel each stating that such conditions have been complied with and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Company or the Guarantor, then this Indenture Trustee) an Independent Certificate from a firm shall cease to be of registered public accountants, each meeting the applicable requirements further effect (except as to any surviving rights of Section 10.01(a) and each stating that all conditions precedent registration of transfer or exchange of such Securities herein expressly provided for relating and rights to the satisfaction receive payments of principal of, and discharge of this Indenture with respect to Recovery Bonds have been complied with. (bpremium, if any, and interest on, such Securities) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections 3.04Securities of such series, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise Trustee, on demand of the Covenant Defeasance OptionCompany or the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.

Satisfaction and Discharge of Indenture; Defeasance. (a) This The Transition Bonds of any Series, all moneys payable with respect thereto and this Indenture as it applies to such Series shall cease to be of further effect and the Lien hereunder shall be released with respect to such Series, interest shall cease to accrue on the Recovery Transition Bonds of such Series and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery BondsTransition Bonds of such Series, when: (i) either (A) all Recovery Transition Bonds of such Series theretofore authenticated and delivered (other than (I1) Recovery Transition Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Transition Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Expected Final Payment Date or Redemption Date has occurred with respect to all Recovery Transition Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one yearcancellation, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee cash, in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are for such purpose, in an amount sufficient to pay principal, interest and premium, if any, discharge the entire indebtedness on the Recovery such Transition Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when dueExpected Final Payment Date or Redemption Date, as applicable, therefor; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to such Series; and (iii) the Issuer has delivered to the Indenture Trustee an Issuer Officer’s 's Certificate, an Issuer Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered certified public accountants, each meeting the applicable requirements of Section 10.01(a) 11.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Transition Bonds of such Series have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Transition Bonds of any Series (“"Legal Defeasance Option”") or (ii) its obligations under Sections 3.04, 3.05, 3.063.06 (other than with respect to amounts in the Defeasance Account), 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 3.18, 3.19 and 3.19 3.20 and the operation of Section 5.01(a)(iii5.01(d) (“"Covenant Defeasance Option”") with respect to Recovery any Series of Transition Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery any Series of Transition Bonds notwithstanding its prior exercise of the Covenant Defeasance OptionOption with respect to such Series. (c) If the Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Transition Bonds of such Series may not be (i) accelerated pursuant to Section 5.02 or (ii) except as provided in Section 4.02, redeemed. If the Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Transition Bonds of such Series may not be accelerated because of an Event of Default specified in Section 5.01(d). (d) 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 Transition Bonds, the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (e) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) rights of substitution of mutilated, destroyed, lost or stolen Transition Bonds, (iii) rights of Transition Bondholders to receive payments of principal and interest, but only from the amounts deposited with the Trustee for such payments, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.07 and the obligations of the Trustee under Section 4.03) and (vi) the rights of Transition Bondholders under this Indenture with respect to the property deposited with the Trustee payable to all or any of them, shall survive until the Transition Bonds of the Series as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) and 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 of Indenture; Defeasance. (a) This Indenture If at any time the Company shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant redemption date, surrender of which has been waived, any Debt Securities and Coupons of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.12 and (II) Recovery Bonds Debt Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 11.05) or all Debt Securities and the last paragraph Coupons, if any, of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited Company or caused to be irrevocably deposited in trust the Guarantor shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated (1except as otherwise provided pursuant to Section 2.06) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by Company or the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Guarantor shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company or the Guarantor, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities and any right to receive additional interest as provided in Section 4.07) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company or the Guarantor accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer and (if required by the TIA Company or the Indenture Trustee) an Independent Certificate from a firm Guarantor, shall execute proper instruments acknowledging satisfaction of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of Section 5.01(a)(iiiSections 6.01(e), (f), (g) and (j) (“Covenant Defeasance Optioncovenant defeasance option”) with respect to Recovery Bonds). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(e), (f), (g) and (j) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 and the Guarantor’s obligations in Sections 2.10, 2.12, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company’s and the Guarantor’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Issuers shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered Issuers with respect to the Debt Securities of such series, then this Indenture Trustee shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its their obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal defeasance option”) or the operation of (i) Sections 4.09 and 4.10, (ii) its obligations under any covenant made applicable to such Debt Securities pursuant to Section 2.03, (iii) Sections 3.046.01(d), 3.05(g) and (h) and (iv), 3.06as they relate to any Significant Subsidiary Guarantor or any group of Subsidiary Guarantors that, 3.07taken together, 3.08constitute a Significant Subsidiary Guarantor only, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 Sections 6.01(e) and 3.19 and the operation of Section 5.01(a)(iii(f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option Debt Securities of a particular series that are entitled to the benefit of the Guarantee, the Guarantee will terminate with respect to Recovery Bonds that series of Debt Securities. The Issuers may exercise their legal defeasance option notwithstanding its their prior exercise of their covenant defeasance option. If the Covenant Defeasance OptionIssuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to any Significant Subsidiary Guarantor or any group of Subsidiary Guarantors that, taken together, constitute a Significant Subsidiary Guarantor only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 and the penultimate sentence of each of Sections 4.05(a) and 4.06(a) shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Rate Reduction Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Rate Reduction Bonds, when: (i) eitherEither: (A) all Recovery Rate Reduction Bonds theretofore authenticated and delivered (other than (I1) Recovery Rate Reduction Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Rate Reduction Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Rate Reduction Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Rate Reduction Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Rate Reduction Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Transaction Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Rate Reduction Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Rate Reduction Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Trust Indenture TrusteeAct) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Rate Reduction Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Rate Reduction Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, 3.18 Section 3.18, Section 3.19, Section 3.20, Section 3.21, Section 3.22, Section 3.23 and 3.19 Section 3.24 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Rate Reduction Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Rate Reduction Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Rate Reduction Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Rate Reduction Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to the Rate Reduction Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Rate Reduction Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Partnership shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Partnership as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Partnership shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Partnership shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Partnership, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Partnership accompanied by an Officer’s Certificate, Officers' Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Partnership, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of independent registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 306 and (II2) Recovery Bonds Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in the last paragraph Section 1205) or (ii) all Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their germs to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Securities are denominated (1except as otherwise provided pursuant to Section 301) cash and/or sufficient (2in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations which through the scheduled payments without consideration of principal any reinvestment and interest after payment of all taxes or other charges and assessments in respect thereof in accordance with their terms are in an amount sufficient payable by the Trustee, to pay principalat maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer case may be, no default with respect to the Recovery Bonds when scheduled to be paid Securities has occurred and to discharge the entire indebtedness is continuing on the Recovery Bonds when due; (ii) date of such deposit, such deposit does not result in a breach or violation of, or constitute a default under, the Issuer has paid Indenture or caused any other agreement or instrument to which the Company is a party and the Company delivers an Officers' Certificate and an Opinion of Counsel each stating that such conditions have been complied with and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iii) the Issuer has delivered except as to the Indenture Trustee an Officer’s Certificate, an Opinion any surviving rights of Counsel registration of external counsel transfer or exchange of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent such Securities herein expressly provided for relating and rights to the satisfaction receive payments of principal of, and discharge of this Indenture premium, if any, and interest on, such Securities) with respect to Recovery Bonds have been complied withthe Securities of such series, and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. (b) Subject to Sections 4.01(e) 1202(c), 1203 and 4.021207, the Issuer Company at any time may terminate terminate, with respect to Securities of a particular series, (i) all its obligations under the Securities of such series and this Indenture with respect to the Recovery Bonds tot he Securities of such series (“Legal Defeasance Option”"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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bondsthe Securities of such series under clause (3) of Section 801 ("covenant defeasance option"). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Securities of the defeased series may not be accelerated because of an Event of Default. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clause (a) above and the exercise of the legal defeasance option in clause (b) above, the Company's obligations in Sections 305, 306, 1002, 701, 607, 608, 1205, 1206 and 1207 shall survive until the Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 607, 1205 and 1206 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Investment Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Investment Recovery Bonds, when: (i) either (A) all Investment Recovery Bonds theretofore authenticated and delivered (other than (I1) Investment Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Investment Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Investment Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the such Investment Recovery Bonds will be due and payable on their respective the Scheduled Final Payment Dates Date within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the such Investment Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the such Investment Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the such Investment Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to the Investment Recovery Bonds; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external Independent counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Investment Recovery Bonds have been complied with. (b) Subject to Sections 4.01(e4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Investment Recovery Bonds (“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, 3.18 and 3.19 and the operation of Section 5.01(a)(iii5.01(iii) (“Covenant Defeasance Option”) with respect to the Investment Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to the Investment Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Investment Recovery Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Investment Recovery Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Indenture Trustee, on reasonable written demand of and at the expense of the 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 Investment Recovery Bonds, (iii) rights of Holders 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 Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the Investment Recovery Bonds as to which this Indenture or certain obligations hereunder have been 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 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuer shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat final maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or Redemption Date, as the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation case may be, and all other sums payable hereunder by if in either case the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and , then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and the Issuer has shall have delivered to the Indenture Trustee an Officer’s Certificate, Certificate and an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountantsCounsel, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such Debt Securities have been complied with and the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to Recovery Bonds have been complied withthe Debt Securities of such series. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (w) Sections 4.09 and 4.10, (x) any covenant made applicable to such Debt Securities pursuant to Section 5.01(a)(iii2.03, (y) Sections 6.01(d), (g) and (h) and (z) as they relate to the Guarantor only, Sections 6.01(e) and (f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuer exercises either its legal defeasance option or their covenant defeasance option with respect to Recovery BondsDebt Securities of a particular series that are entitled to the benefit of the Guarantee, the Guarantee will terminate with respect to that series of Debt Securities. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionIssuer exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to the Guarantor only, Sections 6.01(e) and (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Storm Recovery Bonds Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds, when: (i) eitherEither: (A) all Storm Recovery Bonds theretofore authenticated and delivered (other than (I1) Storm Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Storm Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Storm Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Storm Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Storm Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) pursuant to Section 10.04, the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Storm Recovery Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Storm Recovery Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to the Storm Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option. If the Issuer exercises the Legal Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option of the Storm Recovery Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Storm Recovery Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Storm Recovery Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations, rights, indemnities and immunities in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This The Securitization Bonds of any Series, all moneys payable with respect thereto and this Indenture as it applies to such Series shall cease to be of further effect and the Lien hereunder shall be released with respect to such Series, interest shall cease to accrue on the Recovery Securitization Bonds of such Series and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery BondsSecuritization Bonds of such Series, when: (i) either (A) all Recovery Securitization Bonds of such Series theretofore authenticated authenti cated and delivered (other than (I1) Recovery Securitization Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Securitization Bonds for whose payment money has theretofore been deposited depos ited in trust or segregated and held in trust by the Issuer and or thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.033.03(d) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Expected Final Payment Date or Redemption Date has occurred with respect to all Recovery Securitization Bonds of such Series not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one yearcancellation, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee cash, in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are for such purpose, in an amount sufficient to pay principal, interest and premium, if any, discharge the entire indebtedness on the Recovery such Securitization Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when dueExpected Final Payment Date or Redemption Date, as applicable, therefor; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the IssuerIssuer with respect to such Series; and (iii) the Issuer has delivered to the Indenture Trustee an Issuer Officer’s Certificate's Certifi cate, an Issuer Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Inde pendent Certificate from a firm of registered certified public accountants, each meeting the applicable applica ble requirements of Section 10.01(a) 11.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Securitization Bonds of such Series have been complied with. (b) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitization Bonds of any Series (“"Legal Defeasance Option”") or (ii) its obligations under Sections 3.04, 3.05, 3.063.06,(other than with respect to amounts in the Defeasance Account), 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 3.18, 3.19 and 3.19 3.20 and the operation of Section 5.01(a)(iii5.01(d) (“"Covenant Defeasance Option”") with respect to Recovery any Series of Securitization Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery any Series of Securitization Bonds notwithstanding its prior exercise of the Covenant Defeasance OptionOption with respect to such Series. (c) If the Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Securitization Bonds of such Series may not be (i) accelerated pursuant to Section 5.02 or (ii) except as provided in Section 4.02, redeemed. If the Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Securitization Bonds of such Series may not be accelerated because of an Event of Default specified in Section 5.01(d). (d) 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 Securitization Bonds, the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are termi nated pursuant to such exercise. (e) Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registra tion of transfer and exchange, (ii) rights of substitution of mutilated, destroyed, lost or stolen Securitization Bonds, (iii) rights of Securitization Bondholders to receive payments of principal and interest, but only from the amounts deposited with the Trustee for such payments, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.07 and the obligations of the Trustee under Section 4.03) and (vi) the rights of Securitization Bondholders under this Indenture with respect to the property deposited with the Trustee payable to all or any of them, shall survive until the Securitization Bonds of the Series as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) and 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 of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds Securitization Bonds, and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Securitization Bonds, when: (i) eitherEither: (A) all Recovery Securitization Bonds theretofore authenticated and delivered (other than (I1) Recovery Securitization Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II2) Recovery Securitization Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I1) the Scheduled Final Payment Date has occurred with respect to all Recovery Securitization Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II2) the Recovery Securitization Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee or the Securities Intermediary (1i) cash and/or (2ii) U.S. Government Obligations which that through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalprincipal of, interest and premium, if any, and interest on the Recovery Securitization Bonds not theretofore delivered to the Indenture Trustee for cancellation cancellation, Ongoing Financing Costs and all other sums payable hereunder by the Issuer with respect to the Recovery Securitization Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Securitization Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) pursuant to Section 10.04, the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery the Securitization Bonds have been complied with. (b) Subject to Sections 4.01(eSection 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Securitization Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections Section 3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section 3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section 3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(a)(iii5.01(c) with respect to the Securitization Bonds (“Covenant Defeasance Option”) with respect to Recovery Bonds). The Issuer may exercise the Legal Defeasance Option with respect to Recovery the Securitization Bonds notwithstanding its prior exercise of the Covenant Defeasance Option If the Issuer exercises the Legal Defeasance Option, the maturity of the Securitization Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the Securitization Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c). Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option of the Securitization Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise. (c) Notwithstanding Section 4.01(a) and Section 4.01(b), (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Securitization Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until the Securitization Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b). Thereafter the obligations, rights, indemnities and immunities in Section 6.07 and Section 4.04 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This (i) If at any time the Partnership shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Partnership as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (1) the Partnership shall irrevocably deposit with the Trustee as trust funds money, U.S. Government Obligations or a combination thereof sufficient to pay at Stated Maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case may be, and (2) the Partnership shall deliver to the Trustee a certificate to the effect described in Section 11.03(b) hereof, and if in the case described in either of the preceding clauses (i) and (ii) the Partnership shall also pay or cause to be paid all other sums then due and payable hereunder by the Partnership with respect to the Debt Securities of such series, then this Indenture shall cease to be of further effect with respect to the Recovery Bonds Debt Securities of such series, and the Indenture Trustee, on reasonable written demand of the Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerPartnership, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds theretofore authenticated and delivered (other than (I) Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (II) Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from Debt Securities of such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (1) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Recovery Bonds have been complied withseries. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Partnership at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal defeasance option”) or the operation of (i) any covenant made applicable to such Debt Securities pursuant to Section 2.03 and (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, 3.18 6.01(d) and 3.19 and (g) (except to the operation of extent covenants or agreements referenced in Section 5.01(a)(iii6.01(d) remain applicable) (“Covenant Defeasance Optioncovenant defeasance option”) with respect to Recovery Bonds). The Issuer Partnership may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d) and (g) (except to the extent covenants or agreements referenced in Section 6.01(d) remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07, 2.09, 4.02, 4.04, 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company or the Guarantor shall have delivered to the Trustee for cancellation all Recovery Bonds Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that any Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 306 and (II2) Recovery Bonds Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer Company or discharged from such trust, the Guarantor as provided in the last paragraph Section 405) or (ii) all Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the currency in which such Securities are denominated (1except as otherwise provided pursuant to Section 301) cash and/or sufficient (2in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) U.S. Government Obligations which through the scheduled payments without consideration of principal any reinvestment and interest after payment of all taxes or other charges and assessments in respect thereof in accordance with their terms are in an amount sufficient payable by the Trustee, to pay principalat maturity or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer case may be, no default with respect to the Recovery Bonds when scheduled to be paid Securities has occurred and to discharge the entire indebtedness is continuing on the Recovery Bonds when due; (ii) date of such deposit, such deposit does not result in a breach or violation of, or constitute a default under, the Issuer has paid Indenture or caused any other agreement or instrument to which the Company of the Guarantor is a party and the Company delivers an Officers' Certificate and an Opinion of Counsel each stating that such conditions have been complied with and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer and (if required by the TIA Company or the Guarantor, then this Indenture Trustee) an Independent Certificate from a firm shall cease to be of registered public accountants, each meeting the applicable requirements further effect (except as to any surviving rights of Section 10.01(a) and each stating that all conditions precedent registration of transfer or exchange of such Securities herein expressly provided for relating and rights to the satisfaction receive payments of principal of, and discharge of this Indenture with respect to Recovery Bonds have been complied with. (bpremium, if any, and interest on, such Securities) Subject to Sections 4.01(e) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Recovery Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections 3.04Securities of such series, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and 3.19 and the operation of Section 5.01(a)(iii) (“Covenant Defeasance Option”) with respect to Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to Recovery Bonds notwithstanding its prior exercise Trustee, on demand of the Covenant Defeasance OptionCompany or the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Issuers shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Issuers as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Issuers shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Issuers shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Issuers, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Issuers accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Issuers, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Issuers at any time may terminate (i) terminate, with respect to Debt Securities of a particular series, all its their obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal defeasance option”) or the operation of (i) any covenant made applicable to such Debt Securities pursuant to Section 2.03, (ii) its obligations under Sections 3.046.01(d), 3.05(g) and (h) and (iii), 3.06as they relate to any Significant Subsidiary Guarantor or any group of Subsidiary Guarantors that, 3.07taken together, 3.08constitute a Significant Subsidiary Guarantor only, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 Sections 6.01(e) and 3.19 and the operation of Section 5.01(a)(iii(f) (“Covenant Defeasance Optioncovenant defeasance option”) ). If the Issuers exercise their legal defeasance option, the Guarantee will terminate with respect to Recovery Bondsthat series of Debt Securities. The Issuer Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Legal Defeasance Option Issuers exercise their legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and, with respect to Recovery Bonds notwithstanding its prior exercise any Significant Subsidiary Guarantor or any group of Subsidiary Guarantors that, taken together, constitute a Significant Subsidiary Guarantor only, Sections 6.01(e) and (f) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the Covenant Defeasance Optionconditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture shall cease to be of further effect with respect to the Recovery Bonds and the Indenture Trustee, on reasonable written demand of and If at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: any time (i) either (A) the Company shall have delivered to the Trustee for cancellation all Recovery Bonds Debt Securities of any series theretofore authenticated and delivered (other than (I1) Recovery Bonds that Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant redemption date, surrender of which has been waived, (2) any Debt Securities and Coupons of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II3) Recovery Bonds Debt Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 11.05) or (ii) all Debt Securities and the last paragraph Coupons, if any, of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation or (II) the Recovery Bonds will be shall have become due and payable on their respective Scheduled Final Payment Dates within one yearpayable, whether by redemption or at Stated Maturity or otherwise, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Company shall deposit with the Indenture Trustee as trust funds the entire amount in the Currency in which such Debt Securities are denominated with respect to Bearer Securities or in Dollars with respect to Registered Securities (1in each case except as otherwise provided pursuant to Section 2.03) cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Issuer; and Company, then this Indenture shall cease to be of further effect (iiiexcept as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for and rights to receive payments of principal of, and premium, if any, and interest on, such Debt Securities and any right to receive additional interest as provided in Section 4.06 and rights of the Trustee under Section 7.06) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Company accompanied by an Officer’s Certificate, Officers' Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Company, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) 11.02(c), 11.03 and 4.0211.07, the Issuer Company at any time may terminate terminate, with respect to Debt Securities of a particular series, (i) all its obligations under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Option”"legal defeasance option") or (ii) its obligations with respect to the Debt Securities of such series 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, 3.18 Section 4.07 and 3.19 Section 4.08 and clause (iii) of Section 10.01 and the related operation of Section 6.01(d) and the operation of Section 5.01(a)(iii6.01(d) and Section 6.01(h) (“Covenant Defeasance Option”) with respect to Recovery Bonds"covenant defeasance option"). The Issuer Company may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionCompany exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Sections 6.01(c), (d) and (h) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon 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 Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 7.06, 11.05 and 11.06 shall survive.

Satisfaction and Discharge of Indenture; Defeasance. (a) This Indenture If at any time the Partnership shall cease to be of further effect with respect have delivered to the Recovery Bonds and the Indenture Trustee, on reasonable written demand Trustee for cancellation all Debt Securities of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Recovery Bonds, when: (i) either (A) all Recovery Bonds any series theretofore authenticated and delivered (other than (I) Recovery Bonds that any Debt Securities of such series which shall have been destroyed, lost or stolen and that which shall have been replaced or paid as provided in Section 2.06 2.09 and (II) Recovery Bonds Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Partnership as provided in the last paragraph Section 11.05) or all Debt Securities of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) either (I) the Scheduled Final Payment Date has occurred with respect to all Recovery Bonds such series not theretofore delivered to the Indenture Trustee for cancellation shall have become due and payable, or (II) the Recovery Bonds will be are by their terms to become due and payable on their respective Scheduled Final Payment Dates within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and in the Partnership or any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust Guarantor shall deposit with the Indenture Trustee (1) as trust funds the entire amount in cash and/or (2) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principalat maturity or upon redemption all Debt Securities of such series not theretofore delivered to the Trustee for cancellation, interest including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or redemption date, as the Recovery Bonds not theretofore delivered to case may be, and if in either case the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Recovery Bonds when due; (ii) the Issuer has paid Partnership or caused any Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer; and Partnership and/or the Guarantors (iiiif any), then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) the Issuer has delivered with respect to the Indenture Trustee Debt Securities of such series, and the Trustee, on demand of the Partnership accompanied by an Officer’s Certificate, Officers’ Certificate and an Opinion of Counsel of external counsel and at the cost and expense of the Issuer Partnership, shall execute proper instruments acknowledging satisfaction of and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of discharging this Indenture with respect to Recovery Bonds have been complied withIndenture. (b) Subject to Sections 4.01(e) Section 11.02(c), Section 11.03 and 4.02Section 11.07, the Issuer Partnership at any time may terminate terminate, with respect to Debt Securities of a particular series, (i) all its of the obligations of the Partnership and each Guarantor (if any) under the Debt Securities of such series and this Indenture with respect to the Recovery Bonds Debt Securities of such series (“Legal Defeasance Optionlegal 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, 3.18 and 3.19 and the operation of (x) Section 5.01(a)(iii4.07, Section 4.08, Section 4.09, Section 4.10 and Section 4.11 and Article X and any covenant made applicable to such Debt Securities pursuant to Section 2.03 and (y) Section 6.01(d), (g), (h) and (i) (“Covenant Defeasance Optioncovenant defeasance option”) with respect to Recovery Bonds). The Issuer Partnership may exercise the Legal Defeasance Option with respect to Recovery Bonds its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Covenant Defeasance OptionPartnership exercises its legal defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of Default specified in Section 6.01(d), (g), (h) or (i) (except to the extent covenants or agreements referenced in such Sections remain applicable). Upon satisfaction of the conditions set forth herein and upon request of the Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. (c) Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Section 2.07, Section 2.09, Section 4.01, Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 5.01, Section 7.06, Section 11.05, Section 11.06 and Section 11.07 shall survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership’s obligations in Section 7.06, Section 11.05 and Section 11.06 shall survive.