Common use of Termination of Company's Obligations Clause in Contracts

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except (a) This Indenture shall cease to be of further effect with respect to the Securities of a series (except as otherwise to any surviving rights of conversion or of registration of transfer or exchange of Securities expressly provided in this for herein and except that the Company's obligations under Section 8.017.07, the Company may terminate its Trustee's and Paying Agent's obligations under Section 8.03 and the Notes rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture ifwith respect to the Securities of that series, when: (i1) either (A) all Notes previously outstanding Securities of that series theretofore authenticated and delivered issued (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or (AB) all outstanding Securities of that series not theretofore delivered to the Notes mature Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year or all of them year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving the of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (Bii) or (iii) above, the Company has irrevocably deposits in trust deposited or caused to be deposited with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory as funds (immediately available to the Trustee, as Holders in the case of clause (i)) in trust funds solely for the benefit of the Holders for that purposepurpose (x) cash in an amount, money or U.S. (y) Government Obligations sufficient Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the opinion case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay and discharge the entire indebtedness on the Securities of that series for principal and any interest and any Additional Amounts to the date of that deposit (in the case of Securities which have become due and payable) or for principal, premium, if, if any, interest and interest on any Additional Amounts to the Notes to maturity Stated Maturity or redemptionRedemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, and as contemplated by Section 2.01, to pay be applicable to the Securities of that series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder, (C) no Default or Event of Default hereunder with respect to the Notes shall have occurred and be continuing on the date Securities of such deposit, that series; and (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with. With , together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may terminate certain of its obligations under this Indenture ("covenant defeasance") with respect to the foregoing clause Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of that series, (i) money in the currency in which payment of the Securities of that series is to be made in an amount, or (ii) Government Obligations with respect to that series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of that series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal of and premium (if any) and interest on and any Additional Amounts with respect to all Securities of that series on each date that such principal, premium (if any), interest or Additional Amounts are due and payable and (at the Stated Maturity thereof or on redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply that money and/or the proceeds of those Government Obligations to the payment of said principal, premium (if any), interest and Additional Amounts with respect to the Securities of that series as the same shall become due; (2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of that deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee or a tax ruling to the effect that the Holders of Securities of that series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's obligations exercise of its option under this Section 7.07 shall survive. With respect 8.01(b) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if that option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the foregoing clause discharge of Securities of that series pursuant to this Section 8.01; and (ii6) that deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In that event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 5.01, 7.07, 7.08, 7.08 and 8.04, 8.05 the Trustee's and 8.06 Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until the Notes all Securities of that series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 Section 7.07 and 8.06 the Trustee's and Paying Agent's obligations in Section 8.03 shall survivesurvive with respect to Securities of that series. After any such making the irrevocable depositdeposit pursuant to this Section 8.01(b) and following satisfaction of the other conditions set forth herein, the Trustee upon on request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture with respect to the Securities of that series, except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on or any Additional Amounts with respect to the Securities, the Government Obligations shall be payable as to principal or interest on or before that payment date in such amounts as will provide the necessary money. Any such Government Obligations shall not be callable at the issuer's option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of that series as contemplated by Section 2.01, the Company may elect to be discharged ("legal defeasance") from its obligations to make payments with respect to Securities of that series, if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of that period); (2) unless otherwise specified with respect to Securities of that series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee to the effect referred to in Section 8.01(b)

Termination of Company's Obligations. Except as otherwise provided in this (a) This Indenture shall cease to be of further effect (except that the Company’s obligations to pay compensation under Section 8.017.7(a) through the date of termination, the Company may terminate and for indemnification under Section 7.7(b) and its obligations under Section 8.4, and the Notes Company’s, Trustee’s and this Indenture if: (iPaying Agent’s obligations under Section 8.3 shall survive) when, without violating Article X hereof, all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that outstanding Securities have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation full and the Company has paid all sums payable by it the Company hereunder; or. In addition, the Company may terminate all of its obligations under this Indenture if, without violating Article X hereof: (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Bi) the Company irrevocably deposits in trust with the Trustee during such one-year periodor, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of as certified by an independent public accountants expressed in a written certification thereof delivered to accountant designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that (CA) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Securities; (ii) the Company delivers to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with; and (iii) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under. Then, this Indenture or any other agreement or instrument shall cease to which be of further effect (except as provided in this paragraph), and the Company is a party or by which it is bound and (E) Trustee, on demand of the Company has delivered to the Trustee an Officers' Certificate and an Opinion Company, shall execute proper instruments acknowledging confirmation of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to The Company may make the foregoing clause (i)deposit only if Article X hereof does not prohibit such payment. However, the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.022.3, 2.032.4, 2.042.5, 2.052.6, 2.062.7, 2.074.2, 2.087.7(c), 2.097.8, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.3 and 8.06 8.4 and the Trustee’s and Paying Agent’s obligations in Section 8.3 shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's ’s obligations to pay compensation under Section 7.7(a) through the date of termination, and for indemnification under Section 7.7(b), its obligations under Section 8.4 and the Company’s, Trustee’s and Paying Agent’s obligations in Sections 7.07, 8.05 and 8.06 Section 8.3 shall survive. . (b) After any such irrevocable depositdeposit made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein, the Trustee upon written request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above. (c) In order to have money available on a payment date to pay principal or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this (a) This Indenture shall cease to be of further effect (except that the Company’s obligations to pay compensation under Section 8.017.7(a) through the date of termination, the Company may terminate and for indemnification under Section 7.7(b) and its obligations under Section 8.4, and the Notes Company’s, Trustee’s and this Indenture if: (iPaying Agent’s obligations under Section 8.3 shall survive) when, without violating Article 10, all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that outstanding Securities have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation full and the Company has paid all sums payable by it the Company hereunder; or. In addition, the Company may terminate all of its obligations under this Indenture if, without violating Article 10: (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Bi) the Company irrevocably deposits in trust with the Trustee during such one-year periodor, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of as certified by an independent public accountants expressed in a written certification thereof delivered to accountant designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that (CA) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Securities; (ii) the Company delivers to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with; and (iii) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under. Then, this Indenture or any other agreement or instrument shall cease to which be of further effect (except as provided in this paragraph), and the Company is a party or by which it is bound and (E) Trustee, on demand of the Company has delivered to the Trustee an Officers' Certificate and an Opinion Company, shall execute proper instruments acknowledging confirmation of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to The Company may make the foregoing clause (i)deposit only if Article 10 does not prohibit such payment. However, the Company's ’s obligations under in Section 7.07 shall survive. With respect to the foregoing clause (ii2.3 through Section 2.7, Section 4.2, Section 7.7(c), Section 7.8, Section 8.3 and Section 8.4, and the Company's Trustee’s and Paying Agent’s obligations in Sections 2.02Section 8.3, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes no Securities are no longer outstanding. Thereafter, only the Company's ’s obligations to pay compensation under Section 7.7(a) through the date of termination, and for indemnification under Section 7.7(b), its obligations under Section 8.4 and the Company’s, Trustee’s and Paying Agent’s obligations in Sections 7.07, 8.05 and 8.06 Section 8.3 shall survive. . (b) After any such irrevocable depositdeposit made pursuant to this Section and satisfaction of the other conditions set forth herein, the Trustee upon written request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above. (c) In order to have money available on a payment date to pay principal or interest on the Securities, U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) all Notes not theretofore delivered to the Notes Trustee have become due and payable, mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits or causes to be deposited in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee)Securities sufficient, without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, if any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred Company has paid all other sums payable by it hereunder, and be continuing on the date of such deposit, (D) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating (and such deposit statements shall be true) that (1) all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (which, in the case of the Opinion of Counsel, would be any other material agreement or instrument known to such counsel after due inquiry) to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied withbound. With respect to the foregoing clause (i), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.04 and 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 7.07 and 8.05 shall survive such satisfaction and 8.06 shall survivedischarge. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations ’s obligations, as the case may be, under the Notes and this Indenture Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its obligations under the Notes any series of Securities and this Indenture with respect to such series, except those obligations referred to in the immediately succeeding paragraph, if: (ia) all Notes such series of Securities previously authenticated and delivered (other than mutilated, destroyed, lost or stolen Notes that Securities which have been replaced or Notes that such series of Securities which are paid for pursuant to Section 4.01 or Notes such series of Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.058.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunderhereunder with respect to such series; or (A1) the Notes series of Securities mature within one year or all of them are to be called for redemption within one year under after arrangements satisfactory to the Trustee for giving the notice of redemption, ; and (B2) the Company has irrevocably deposits in trust deposited or caused to be deposited with the Trustee Trustee, during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purposeof such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations sufficient which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of such interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee), sufficient to pay and discharge the principal of, and each installment of interest on, such series of Securities then outstanding on the date of maturity of such principal or installment of interest or the redemption date, as the case may be; or (1) the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of any interest thereonsuch interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay principal, premium, if, any, and discharge the principal of and each installment of interest on such series of Securities then outstanding on the Notes to date of maturity of such principal or redemptioninstallment of interest, or, on the redemption date, as the case may be, and to pay all other sums payable by it hereunder, ; and (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E2) the Company has delivered delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent provided for herein in clause (c) and in Section 4.11 relating to the satisfaction and discharge of this Indenture with respect to such series of Securities have been complied with. With respect to Notwithstanding the foregoing clause (ic), prior to the end of the 90-day period referred to in clause (6)(ii) of Section 4.11, none of the Company's obligations under Section 7.07 this Indenture shall survive. With respect be discharged, and subsequent to the foregoing clause (ii), end of the 90-day period only the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.03 and 8.06 8.04 shall survive until the Notes such series of Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 8.03 and 8.06 8.04 shall survive; PROVIDED, that the Company shall pay any taxes or other costs and expenses incurred by any trust created pursuant to this Article Eight. After any such irrevocable depositdeposit and after satisfaction of all the conditions of this Section 8.01, the Trustee Trustee, upon request the Company's request, shall acknowledge in writing the discharge of the Company's obligations under the Notes subject Securities and this Indenture Indenture, except for those surviving obligations specified above. The Trustee shall not be responsible for any calculations made by the Company in connection with the deposit of funds pursuant to clauses (b)(2) or (c)(1) of this Section 8.01. The Company may make an irrevocable deposit pursuant to this Section 8.01 only if at such time it is not prohibited from doing so under the provisions of Article Three and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate to that effect.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate all of its obligations under the Notes Securities and this Indenture if: (i) if all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee cancelled or for cancellation and cancellation, or (a) the Company has paid will cease to be under any obligation to comply with Articles Four and Five of this Indenture and (b) from and after the ninety-first (91st) day after the conditions set forth below have been satisfied, the Company will be deemed to have been discharged from all sums payable by it hereunder; orof its obligations with respect to the Securities and this Indenture if: (A1) the Notes Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, ; (B2) the Company irrevocably deposits in trust with the Trustee during such one-year period(or, solely to meet the requirements specified by this Section, a trustee meeting the requirements of this Indenture and satisfactory to the Company and the Trustee under the terms of an irrevocable trust agreement among the Company, the Trustee and such trustee in form and substance satisfactory to the Trustee, as trust funds solely for Trustee and the benefit of the Holders for that purposeCompany), money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, confirmed in writing to the Trustee by a nationally recognized firm of independent public accountants; provided, however, that the Trustee shall have been irrevocably instructed by the Company to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal and interest with respect to pay all other sums payable by it hereunder, the Securities; (C3) no Default or Event of Default with respect to the Notes shall have has occurred and be or is continuing on the date of such deposit, (D) deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and bound, as evidenced to the Trustee in an Officer's Certificate delivered to the Trustee concurrently with such deposit; (E4) the Company has delivered to the Trustee an Officers' Opinion of Counsel to the effect that the holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and will be subject to federal income tax in the same amounts and in the same manner and at the same time as would have been the case if such deposit had not been made, and, in the case of the Securities being discharged, a ruling to that effect has been received from or published by the Internal Revenue Service (it being understood that (A) such opinion will also state that such opinion is consistent with the conclusions reached in such ruling and (B) notwithstanding any other provision of this Indenture, the Trustee will be under no duty to investigate the basis or correctness of such opinion); and (5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option described above will not result in any of the Company, the Trustee or the trust created by such deposit becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended. In connection with the making of any deposit pursuant to Section 8.01(2) hereof, the Company shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, in each case stating Counsel to the effect that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the The Company's obligations in paragraph 11 of the Securities and in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.07 and 7.08, 8.04however, 8.05 and 8.06 shall survive until the Notes Securities are no longer outstanding. Thereafter, only Thereafter the Company's obligations in Sections 7.07, 8.05 such paragraph 11 and 8.06 in Section 7.07 shall survivesurvive to the extent provided therein. After any such irrevocable depositSubject to Section 8.01(2) hereof, the Trustee upon request and at the Company's expense shall acknowledge in writing the discharge of the Company's obligations under the Notes Securities and this Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes Securities and this Indenture if: (i) all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes Securities that are paid pursuant to Section 4.01 or Notes Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations obligations, as the case may be, under the Notes Securities and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except This Indenture will be discharged and will cease to be of further effect as otherwise provided in this Section 8.01, the Company may terminate its obligations under the to all Notes and this Indenture ifissued thereunder when: (i1) either: (A) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or replaced, Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have theretofore been held deposited in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company or any other Obligor has paid all sums payable by it hereunder; under this Indenture, or (AB) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) redemption and the Company or any other Obligor has irrevocably deposits in trust deposited with the Trustee during such one-year periodTrustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in accompanied by a report delivered to the opinion of Trustee from a nationally recognized firm of independent public accountants expressed (which may be the regularly employed accountants of the Company) regarding the calculation of the amount deposited in a written certification thereof delivered comparison to the Trusteeinterest, premium, maturity and other terms of this Indenture), without consideration of any reinvestment of any interest thereoninterest, to pay principal, premium, if, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, under this Indenture; (C2) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) deposit and such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any other Obligor is a party or by which it the Company or any other Obligor is bound and bound; and (E3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as applicable. In addition, the Company must deliver an Officers' ’ Certificate and an Opinion of Counsel, in each case Counsel to the Trustee stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied withsatisfied. With respect to the foregoing clause (i1)(A), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii1)(B), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable depositdeposit and delivery of an Officers’ Certificate and an Opinion of Counsel, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, each of the Company and the Guarantors may terminate its obligations under the Notes and this Indenture if: (ia) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (Ab) the (i) all such Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Bii) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders of such Notes for that purpose, money or U.S. Government Obligations Securities sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, if any, and interest on the such Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ciii) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (Div) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, (v) if at such time the Notes are listed on a national securities exchange, the Notes will not be delisted as a result of such deposit, defeasance and discharge, and (Evi) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (ia), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (iib), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.13, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstandinghave matured or have been redeemed. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture Indenture, and the Subsidiary Guarantor's obligations under the Guarantee and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes have become due and payable, mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay pay, through the payment of principal and interest in accordance with their terms not later than one day prior to the relevant due date, principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its obligations under the Notes any series of Securities and this Indenture with respect to such series, except those obligations referred to in the immediately succeeding paragraph, if: (ia) all Notes such series of Securities previously authenticated and delivered (other than mutilated, destroyed, lost or stolen Notes that Securities which have been replaced or Notes that such series of Securities which are paid for pursuant to Section 4.01 or Notes such series of Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.058.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunderhereunder with respect to such series; or (A1) the Notes series of Securities mature within one year or all of them are to be called for redemption within one year under after arrangements satisfactory to the Trustee for giving the notice of redemption, ; and (B2) the Company has irrevocably deposits in trust deposited or caused to be deposited with the Trustee Trustee, during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purposeof such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations sufficient which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of such interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee), sufficient to pay and discharge the principal of, and each installment of interest on, such series of Securities then outstanding on the date of maturity of such principal or installment of interest or the redemption date, as the case may be; or (1) the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of any interest thereonsuch interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay principal, premium, if, any, and discharge the principal of and each installment of interest on such series of Securities then outstanding on the Notes to date of maturity of such principal or redemptioninstallment of interest, or, on the redemption date, as the case may be, and to pay all other sums payable by it hereunder, ; (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E2) the Company has delivered pays or causes to be paid all sums then payable by the Company hereunder and under such series of Securities; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent provided for herein and in Section 4.09 relating to the satisfaction and discharge of this Indenture with respect to such series of Securities have been complied with. With respect to Notwithstanding the foregoing clause (ic), prior to the end of the 90-day period referred to in clause (6)(ii) of Section 4.09, none of the Company's obligations under Section 7.07 this Indenture shall survive. With respect be discharged, and subsequent to the foregoing clause (ii), end of the 90-day period only the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.03 and 8.06 8.04 shall survive until the Notes such series of Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 8.03 and 8.06 8.04 shall survive; PROVIDED, that the Company shall pay any taxes or other costs and expenses incurred by any trust created pursuant to this Article Eight. After any such irrevocable depositdeposit and after satisfaction of all the conditions of this Section 8.01, the Trustee Trustee, upon request the Company's request, shall acknowledge in writing the discharge of the Company's obligations under the Notes subject Securities and this Indenture Indenture, except for those surviving obligations specified above. The Trustee shall not be responsible for any calculations made by the Company in connection with the deposit of funds pursuant to clauses (b)(2) or (c)(1) of this Section 8.01. The Company may make an irrevocable deposit pursuant to this Section 8.01 only if at such time it is not prohibited from doing so under the provisions of Article Three and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate to that effect.

Termination of Company's Obligations. Except as otherwise provided in this (a) This Indenture shall cease to be of further effect with respect to the Securities of a series (except that the Company's obligations under Section 8.017.07, the Company may terminate its Trustee's and Paying Agent's obligations under Section 8.03 and the Notes rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture ifwith respect to the Securities of such series, when: (i1) either (A) all Notes previously outstanding Securities of such series theretofore authenticated and delivered issued (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or (AB) all outstanding Securities of such series not theretofore delivered to the Notes mature Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year or all of them year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving the of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (Bii) or (iii) above, the Company has irrevocably deposits in trust deposited or caused to be deposited with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory as funds (immediately available to the TrusteeHolders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as trust funds solely for to principal and interest at such times and in such amounts as will ensure the benefit availability of the Holders for that purposecash in an amount or (z) a combination thereof, money or U.S. Government Obligations sufficient (which will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if, if any, and interest on to the Notes to maturity Stated Maturity or redemptionRedemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may terminate certain of its obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (Cif any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Notes Securities of such series shall have occurred and be continuing on the date of such deposit, ; (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E4) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 8.01(b) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)However, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 5.01, 7.07, 7.08, 7.08 and 8.04, 8.05 the Trustee's and 8.06 Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until the Notes all Securities of such series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 Section 7.07 and 8.06 the Trustee's and Paying Agent's obligations in Section 8.03 shall survivesurvive with respect to Securities of such series. After any such irrevocable depositdeposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture with respect to the Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer's option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect to be discharged ("legal defeasance") from its obligations to make payments with respect to Securities of such series, if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, (ii) a published ruling of the Internal Revenue Service or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Company's obligations under Sections 4.01, 4.02 and 5.01 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its obligations under the Notes any series of Securities and this Indenture with respect to such series, except those obligations referred to in the immediately succeeding paragraph, if: (ia) all Notes such series of Securities previously authenticated and delivered (other than mutilated, destroyed, lost or stolen Notes that Securities which have been replaced or Notes that such series of Securities which are paid for pursuant to Section 4.01 or Notes such series of Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.058.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunderhereunder with respect to such series; or (A1) the Notes series of Securities mature within one year or all of them are to be called for redemption within one year under after arrangements satisfactory to the Trustee for giving the notice of redemption, ; and (B2) the Company has irrevocably deposits in trust deposited or caused to be deposited with the Trustee Trustee, during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purposeof such series of Securities, (A) money in an amount, money or (B) U.S. Government Obligations sufficient which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of such interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee), sufficient to pay and discharge the principal of, and each installment of interest on, such series of Securities then outstanding on the date of maturity of such principal or installment of interest or the redemption date, as the case may be; or (1) the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of any interest thereonsuch interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay principal, premium, if, any, and discharge the principal of and each installment of interest on such series of Securities then outstanding on the Notes to date of maturity of such principal or redemptioninstallment of interest, or, on the redemption date, as the case may be, and to pay all other sums payable by it hereunder, ; and (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E2) the Company has delivered delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent provided for herein in clause (c) and in Section 4.11 relating to the satisfaction and discharge of this Indenture with respect to such series of Securities have been complied with. With respect to Notwithstanding the foregoing clause (ic), prior to the end of the 90-day period referred to in clause (6)(ii) of Section 4.11, none of the Company's obligations under Section 7.07 this Indenture shall survive. With respect be discharged, and subsequent to the foregoing clause (ii), end of the 90-day period only the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.03 and 8.06 8.04 shall survive until the Notes such series of Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 8.03 and 8.06 8.04 shall survive; PROVIDED, that the Company shall pay any taxes or other costs and expenses incurred by any trust created pursuant to this Article Eight. After any such irrevocable depositdeposit and after satisfaction of all the conditions of this Section 8.01, the Trustee Trustee, upon request the Company's request, shall acknowledge in writing the discharge of the Company's obligations under the Notes subject Securities and this Indenture Indenture, except for those surviving obligations specified above. The Trustee shall not be responsible for any calculations made by the Company in connection with the deposit of funds pursuant to clauses (b)(2) or (c)(1) of this Section 8.01.

Termination of Company's Obligations. Except This Indenture will be discharged, and will cease to be of further effect as otherwise provided in to all Notes issued under this Section 8.01Indenture, the Company may terminate its obligations under the Notes and this Indenture ifwhen: (iA) all Notes previously authenticated and delivered then outstanding (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.052.12) have (i) been delivered to the Trustee for cancellation cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash and/or Ordinary Shares (or, if applicable, Reference Property) and cash (in lieu of fractional Ordinary Shares or, if applicable, Reference Property Units) (solely to satisfy amounts due and owing as a result of conversions of the Notes), as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash and/or Ordinary Shares (or, if applicable, Reference Property) and cash (in lieu of fractional Ordinary Shares or, if applicable, Reference Property Units) (solely to satisfy amounts due and owing as a result of conversions of the Notes) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.12); (C) the Company has paid all sums other amounts payable by it hereunderunder this Indenture; orand (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, in each case stating that all the conditions precedent provided for herein relating to the discharge of this Indenture have been satisfied; provided, however, that Article 11 and Section 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified aboveIndenture.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) all Notes not theretofore delivered to the Notes Trustee have become due and payable, mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits or causes to be deposited in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations Securities sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, if any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred Company has paid all other sums payable by it hereunder, and be continuing on the date of such deposit, (D) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating (and such deposit statements shall be true) that (1) all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (which, in the case of the Opinion of Counsel, would be any other material agreement or instrument known to such counsel after due inquiry) to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied withbound. With respect to the foregoing clause (i), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.05 and 8.06 shall survivesurvive such satisfaction and discharge. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations ’s obligations, as the case may be, under the Notes and this Indenture Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this (a) This Indenture shall cease to be of further effect (except that the Company's obligations to pay compensation under Section 8.017.7(a) through the date of termination, the Company may terminate and for indemnification under Section 7.7(b) and its obligations under Section 8.4, and the Notes Company's, Trustee's and this Indenture if: (iPaying Agent's obligations under Section 8.3 shall survive) when, without violating Article X hereof, all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that outstanding Securities have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation full and the Company has paid all sums payable by it the Company hereunder; or. In addition, the Company may terminate all of its obligations under this Indenture if, without violating Article X hereof: (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Bi) the Company irrevocably deposits in trust with the Trustee during such one-year periodor, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of as certified by an independent public accountants expressed in a written certification thereof delivered to accountant designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that (CA) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Securities; (ii) the Company delivers to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with; and (iii) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under. Then, this Indenture or any other agreement or instrument shall cease to which be of further effect (except as provided in this paragraph), and the Company is a party or by which it is bound and (E) Trustee, on demand of the Company has delivered to the Trustee an Officers' Certificate and an Opinion Company, shall execute proper instruments acknowledging confirmation of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to The Company may make the foregoing clause (i), the Company's obligations under Section 7.07 shall survivedeposit only if Article X hereof does not prohibit such payment. With respect to the foregoing clause (ii)However, the Company's obligations in Sections 2.022.3, 2.032.4, 2.042.5, 2.052.6, 2.062.7, 2.074.2, 2.087.7(c), 2.097.8, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.3 and 8.06 8.4 and the Trustee's and Paying Agent's obligations in Section 8.3 shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's obligations to pay compensation under Section 7.7(a) through the date of termination, and for indemnification under Section 7.7(b), its obligations under Section 8.4 and the Company's, Trustee's and Paying Agent's obligations in Sections 7.07, 8.05 and 8.06 Section 8.3 shall survive. . (b) After any such irrevocable depositdeposit made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein, the Trustee upon written request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. (c) In order to have money available on a payment date to pay principal or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.0110.01, the Company may terminate its obligations under this Indenture will be discharged and will cease to have any force or effect as to the Notes and this Indenture ifwhen: (i1) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.0510.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (2) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing exist on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. . (3) With respect to the foregoing clause (i1), the Company's ’s obligations under Section 7.07 shall survive. .With respect to the foregoing clause (ii2), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.0410.04, 8.05 10.05 and 8.06 10.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.05 10.05 and 8.06 10.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate all of its and the Guarantors’ obligations under the Notes and Notes, this Indenture and the Collateral Documents, except those obligations referred to below, if: (ia) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (Ab) either (i) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for giving the notice of redemptionredemption or (ii) if the Notes do not mature or are not to be called for redemption in accordance with clause (i) hereof, the Company shall have delivered to the Trustee either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section 12.01(b)(ii) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised or (B) an Opinion of Counsel from nationally recognized United States counsel, to the same effect as the ruling described in clause (A) above with no material qualifications and an Opinion of Counsel in the United Mexican States reasonably acceptable to the Trustee confirming that Holders of the Notes will not recognize income, gain or loss for Mexican taxes purposes as a result of such legal defeasance and will be subject to Mexican taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred, in the case of either clause (i) or (ii); and (1) subject to applicable stock exchange requirements, if any, the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations Obligations, maturing as to principal and interest in such amounts and at such times as are sufficient (in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any such interest thereonon such U.S. Government Obligations, to pay principal, premium, if, any, principal of and interest and Additional Amounts on the Outstanding Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, including Additional Amounts, if any, provided that the Trustee shall have been irrevocably instructed to apply such trust funds to the payment of principal and interest and Additional Amounts, if any, on the Outstanding Notes; (C2) no Default or Event of Default with respect to this Indenture, the Collateral Documents or the Notes shall have occurred and be continuing on the date of such deposit, (D) deposit or shall occur as a result of such deposit or shall occur on or before 91 days after the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound; (3) the Company shall have paid or caused to be paid all sums then payable by the Company hereunder and under the Notes; (4) such deposit shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the Trust Indenture Act; (5) the Company has delivered to the Trustee an Opinion of Counsel from nationally recognized United States counsel, with no material qualifications, stating that (A) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and (EB) upon making the deposit, a valid trust is created at the time of such deposit and the Holders of the Notes will have the sole beneficial ownership interest under applicable law in the money or U.S. Government Obligations so deposited in such trust, except that the Opinion of Counsel referred to in this clause (B) may contain a qualification that in the event that a court of competent jurisdiction were to determine that the trust funds remained property of the Company after such deposit, the Holders of the Notes will have a nonavoidable first priority perfected security interest under applicable law in the money or U.S. Government Obligations so deposited, which security interest will not be subject to any prior rights of holders of any other Indebtedness; and (6) the Company shall take any and all acts necessary to create and perfect, in favor of the Holders of the Notes, a first priority security interest in the money or U.S. Government Obligations so deposited and shall take any other action and execute and deliver any other documents that may reasonably be requested by the Trustee to effectuate such security interest, and shall do all of the above at such appropriate time so that such security interest shall attach to the deposit at the time such deposit is made; and in either case of (a) or (b) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect It is the intention of the parties hereto that a valid trust for the benefit of the Holders of the Notes be created at the time that the Company makes the deposit pursuant to Section 12.0l(b)(1). The security interest in such deposit that is granted herein to the Holders of the Notes is intended solely as protection for the Holders of the Notes in the event that a court of competent jurisdiction were to determine either that (i) such trust had not been validly created or (ii) such trust is not enforceable. Notwithstanding the foregoing clause (ib), prior to the end of the 91-day period referred to in clause (b)(2) above, none of the Company's ’s obligations under Section 7.07 this Indenture shall survive. With respect be discharged, and subsequent to the foregoing clause (ii), end of such 91-day period the Company's ’s obligations in Sections 2.023.01, 2.033.02, 2.043.03, 2.053.04, 2.063.05, 2.073.06, 2.083.07, 2.093.08, 2.143.09, 4.015.01, 4.025.02, 7.075.04, 7.085.11, 8.047.06, 8.05 7.09, 7.10, 12.02, 12.03 and 8.06 12.04 shall survive until the Notes are no longer outstandingOutstanding. Thereafter, only the Company's ’s obligations in Sections 7.077.06, 8.05 12.03 and 8.06 12.04 shall survive. If and when a ruling from the Internal Revenue Service or Opinion of Counsel referred to in clause (b)(ii) above is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company’s obligations under the Notes and Section 5.01, then the Company’s obligations under the Notes and Sections 5.01 and 5.02 shall cease upon delivery to the Trustee of such ruling or opinion and compliance with the other conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture. After any such irrevocable deposita deposit and delivery of an Officers’ Certificate and an Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture, the Trustee upon request shall acknowledge in writing the satisfaction and discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except This Indenture will be discharged and will cease to be of further effect (except as otherwise to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Section 8.01, the Company may terminate its obligations under the Indenture) as to all outstanding Notes and this Indenture if: when (i) either (a) all Notes previously theretofore authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that which have been replaced or Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has paid all sums payable by it hereunder; or (A) irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory not theretofore delivered to the Trustee for giving the notice of redemptioncancellation, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principalprincipal of, premium, if, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be, and to pay ; (ii) the Company has paid all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, under this Indenture or any other agreement or instrument to which by the Company is a party or by which it is bound Company; and (Eiii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case Counsel stating that all conditions precedent provided for herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company and the Guarantors may terminate its their obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes have become due and payable, mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company or any Guarantor irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay pay, through the payment of principal and interest in accordance with their terms not later than one day prior to the relevant due date, principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Guarantor is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 7.06 shall survive. With respect to the foregoing clause (ii), the Company's and the Guarantors' obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.06, 7.07, 7.08, 8.04, 8.05 and 8.06 and Article Ten shall survive until the Notes and the Note Guarantees are no longer outstanding. Thereafter, only the Company's and the Guarantors' obligations in Sections 7.077.06, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's and the Guarantors' obligations under the Notes Notes, the Note Guarantees and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i1) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held deposited in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company or any other Obligor has paid all sums payable by it them hereunder; or (2) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company or any other Obligor irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principalprincipal of, premium, if, if any, and accrued interest on the Notes to the date of maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture (other than any Default or Event of Default resulting from the borrowing of funds to be applied to make the deposit referred to in clause (1) above and the granting of Liens in connection therewith) or any other agreement or instrument to which the Company or any other Obligor is a party or by which it is bound they are bound, (E) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, and (EF) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i1), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii2), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survivesurvive such satisfaction and discharge. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise ------------------------------------ provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate with respect to a series of Securities all of its obligations under the Notes Securities and this Indenture if: (i) if all Notes Securities and Coupons, if any, of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities and Coupons which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; oror if: (Aa) (i) all such Securities and Coupons of such series not previously delivered to the Notes Trustee for cancellation mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; or (ii) the Holders of the Securities and Coupons of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 501 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (Bb) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (as defined in Section 505) or, in the opinion case of a nationally recognized firm of independent public accountants expressed Securities and Coupons, if any, denominated in a written certification thereof delivered to the Trustee)Foreign Currency, without consideration of any reinvestment of any interest thereon, Foreign Government Securities (as defined in Section 505) sufficient to pay principalprincipal of, premium, if, if any, and interest on the Notes Securities of such series to maturity or redemption, as the case may be, and the Company pays or makes arrangements satisfactory to pay the Trustee for the payment of all other sums payable by it hereunder, (C) no Default or Event of Default with respect amounts due to the Notes shall have occurred and be continuing on the date of such deposit, Trustee; and (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (Ec) the Company has delivered delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations have been satisfied. After such deliveries or a deposit, the Trustee, at the request and expense of the Company, will execute proper instruments acknowledging the Discharge of the Company's obligations under the Notes Securities (and Coupons, if any) and this Indenture with respect to such series except for those surviving obligations specified in the definition of "Discharged" in Section 505. In order to have money available on a payment date to pay principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, the U.S. Government Obligations or Foreign Government Securities, as the case may be, shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations and Foreign Government Securities shall not be callable at the issuer's option. The Trustee shall receive a certificate of either an independent accountant, the Company's Chief Financial Officer or another financial advisor chosen by the Company to insure the accuracy of the above. SECTION 502. Application of Trust Money. The Trustee shall hold in trust money, U.S. Government Obligations or Foreign Government Securities, as the case may be, deposited with it pursuant to clause (b) of Section 501. It shall apply the deposited money and the money from U.S. Government Obligations or Foreign Government Securities, as the case may be, through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities of the series and redemption price, if applicable.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this This Indenture shall cease to be of further effect (except that Section 8.017.7, the Company may terminate its obligations under the 8.3 and 8.4 shall survive) when all outstanding Notes and this Indenture if: (i) all Notes previously theretofore authenticated and issued have been delivered (other than (i) destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or and (ii) Notes for whose payment money or securities have has theretofore been held deposited in trust and thereafter repaid to the Company, as provided in Company pursuant to Section 8.058.3(b) have been delivered hereof) to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or the Company hereunder have been paid. In addition, the Company may (A) if applicable, be discharged from any and all Obligations in respect of the Notes mature within one year Notes, other than the obligation to duly and punctually pay the principal of, and premium, if any, and interest on the Notes, in accordance herewith, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) if applicable, omit to comply with restrictive covenants, and such omission will not be deemed to be an Event of Default if: (1) with respect to clauses (A) and (B), the Company irrevocably deposits in trust with the Trustee during such one-year periodor at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of as certified by a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, principal and interest and premium, if, if any, and interest on the Notes to maturity or redemptionredemption and each installment of interest, if any, on the due dates thereof on the Notes, as the case may be, and to pay all other sums payable by it hereunder, and with respect to clause (CB) no Default or Event the Obligations under this Indenture other than with respect to such covenants and Events of Default which will remain in full force and effect, provided that (i) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Notes; (2) with respect to clause (A), the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or there has been a change in laws which in the opinion of independent counsel, which the Company shall deliver to the Trustee, provides that holders of the Notes shall have occurred and be continuing on the date will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred and the Notes were otherwise paid or redeemed in accordance with the provisions of this Indenture; (D3) such deposit will not result in a breach or violation ofwith respect to clause (B), or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an opinion of independent counsel to the effect that the holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and the Notes were redeemed pursuant to Article 3 hereof without exercising the option of the Company pursuant to this Section 8.1; and (4) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect , and an Opinion of Counsel to the foregoing clause same effect. Then, this Indenture shall cease to be of further effect (iexcept as provided in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging confirmation of and discharge under this Indenture and the release of the Liens created under the Security Documents. However, the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)Obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.1, 4.6, 7.7, 7.8, 8.3 and 8.4, the CompanyGuarantors' Obligations, and the Trustee's and Paying Agent's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 Section 8.3 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07Section 7.7 and 8.4 and the Company's, 8.05 Trustee's and 8.06 Paying Agent's obligations in Section 8.3 shall survive. After any such irrevocable depositdeposit has been made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal, premium, if any, or interest on the Notes, the U.S. Government Obligations shall be payable as to principal, premium, if any, or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under the Notes Section 7.07 and this Indenture if: (i8.03 shall survive) when all Notes previously outstanding Securities theretofore authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) issued have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or. In addition, subject to Section 8.04, the Company may terminate all of its obligations under this Indenture (except the Company's obligations under Sections 7.07 and 8.03) if: (A1) the Notes Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, ; (B2) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion without investment of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any such money or reinvestment of any interest thereon, or proceeds from such U.S. Government Obligation to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, . The Company may make the deposit only during the one-year period and only if Article 11 permits it; (C3) no Default or Event of Default with respect the Company delivers to the Notes shall have occurred and be continuing on Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the date money or U.S. Government Obligations so deposited, without investment of such depositmoney or reinvestment of interest or proceeds on such U.S. Government Obligations, will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be; (D4) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and delivers to the Trustee an Opinion of Counsel stating that (EA) the Company has delivered received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the Trustee an Officers' Certificate effect that, and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.based thereon such

Termination of Company's Obligations. Except This Indenture shall be discharged and shall cease to be of further effect (except as otherwise to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Section 8.01, the Company may terminate its obligations under the Indenture) as to all outstanding Notes and this Indenture if: when (a) either (i) all Notes previously Notes, theretofore authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that which have been replaced or Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has paid all sums payable by it hereunder; or (A) irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory not theretofore delivered to the Trustee for giving the notice cancellation, for principal of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be, and to pay ; (b) the Company has paid all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, under this Indenture or any other agreement or instrument to which by the Company is a party or by which it is bound Company; and (Ec) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case Counsel stating that all conditions precedent provided for herein under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. With respect ; PROVIDED, HOWEVER, that such counsel may rely, as to the foregoing clause (i)matters of fact, the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge on an Officers' Certificate of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, each of the Company and the Guarantors may terminate its obligations under the Notes and this Indenture if: (ia) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (Ab) the (i) all such Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Bii) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders of such Notes for that purpose, money or U.S. Government Obligations Securities sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, if any, and interest on the such Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ciii) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (Div) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, (v) if at such time the Notes are listed on a national securities exchange, the Notes will not be delisted as a result of such deposit, defeasance and discharge, and (Evi) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. 42 With respect to the foregoing clause (ia), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (iib), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.13, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstandinghave matured or have been redeemed. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture Indenture, and the Subsidiary Guarantor's obligations under the Guarantee and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its obligations under the Notes any series of Securities and this Indenture with respect to such series, except those obligations referred to in the immediately succeeding paragraph, if: (ia) all Notes such series of Securities previously authenticated and delivered (other than mutilated, destroyed, lost or stolen Notes that Securities which have been replaced or Notes that such series of Securities which are paid for pursuant to Section 4.01 or Notes such series of Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.058.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunderhereunder with respect to such series; or (A1) the Notes series of Securities mature within one year or all of them are to be called for redemption within one year under after arrangements satisfactory to the Trustee for giving the notice of redemption, ; and (B2) the Company has irrevocably deposits in trust deposited or caused to be deposited with the Trustee Trustee, during such one-one- year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purposeof such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations sufficient which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of such interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee), sufficient to pay and discharge the principal of, and each installment of interest on, such series of Securities then outstanding on the date of maturity of such principal or installment of interest or the redemption date, as the case may be; or (1) the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such series of Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will, without consideration of any reinvestment of any interest thereonsuch interest, provide not later than the opening of business on the relevant due date, money in an amount, or (C) a combination thereof, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay principal, premium, if, any, and discharge the principal of and each installment of interest on such series of Securities then outstanding on the Notes to date of maturity of such principal or redemptioninstallment of interest, or, on the redemption date, as the case may be, and to pay all other sums payable by it hereunder, ; and (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E2) the Company has delivered delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in Counsel each case stating that all conditions precedent provided for herein in clause (c) and in Section 4.11 relating to the satisfaction and discharge of this Indenture with respect to such series of Securities have been complied with. With respect to Notwithstanding the foregoing clause (ic), prior to the end of the 90-day period referred to in clause (6)(ii) of Section 4.11, none of the Company's obligations under Section 7.07 this Indenture shall survive. With respect be discharged, and subsequent to the foregoing clause (ii), end of the 90-day period only the Company's obligations in Sections 2.023.03, 2.033.04, 2.043.05, 2.053.06, 2.06, 2.07, 2.08, 2.09, 2.143.07, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.03 and 8.06 8.04 shall survive until the Notes such series of Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 8.03 and 8.06 8.04 shall survive; PROVIDED, that the Company shall pay any taxes or other costs and expenses incurred by any trust created pursuant to this Article Eight. After any such irrevocable depositdeposit and after satisfaction of all the conditions of this Section 8.01, the Trustee Trustee, upon request the Company's request, shall acknowledge in writing the discharge of the Company's obligations under the Notes subject Securities and this Indenture Indenture, except for those surviving obligations specified above. The Trustee shall not be responsible for any calculations made by the Company in connection with the deposit of funds pursuant to clauses (b)(2) or (c)(1) of this Section 8.01.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survivesurvive any such satisfaction and discharge. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstandingOutstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survivesurvive such satisfaction and discharge. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company and the Guarantor each may terminate its obligations under the Notes Securities and this Indenture if: (i1) all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes Securities that are paid pursuant to Section 4.01 or Notes Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or (2) (A) the Notes Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company or the Guarantor irrevocably deposits in trust with the Trustee during such one-year periodTrustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, and (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or the Guarantor is a party or by which it is bound and bound; (Eii) the Company has paid or caused to be paid all sums payable under this Indenture by the Company; and (iii) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (ii)(1), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (iii)(2), the Company's ’s and the Guarantor’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 4.20, 7.07, 7.08, 8.04, 8.05 and 8.06 and Article Eleven shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's ’s and the Guarantor’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s and the Guarantor’s obligations under the Notes Securities and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01Subject to the provisions of Article Eight, the Company may terminate its and the Guarantors' substantive obligations under in respect of the Notes and this Indenture if: (i) by delivering all outstanding Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid paying all sums payable by it hereunder; on account of principal of and interest on all Notes or otherwise. In addition to the foregoing, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Company may, PROVIDED that no Default or Event of Default has occurred and is continuing or would arise therefrom (or , with respect to a Default or Event of Default specified in SECTION 6.01(h), occurs at any time on or prior to the 91st calendar day after the date of such deposit (Ait being understood that this condition shall not be deemed satisfied until after such 91st day)) under the Indenture and PROVIDED that no default under any Senior Indebtedness would result therefrom, terminate its and the Guarantors' substantive obligations in respect of the Notes mature within one year or all (except for its obligations to pay the principal of them are to be called for redemption within one year under arrangements satisfactory to (and premium, if any, on) and the Trustee for giving interest on the notice of redemption, Notes and the Guarantor's Guarantee thereof) by (Bi) the Company irrevocably deposits in trust depositing with the Trustee during such one-year periodTrustee, under the terms of an irrevocable trust agreement agreement, money or United States Government Obligations sufficient (without reinvestment) to pay all remaining Indebtedness on the Notes, (ii) delivering to the Trustee either an Opinion of Counsel or a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and termination of obligations, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this SECTION 9.01 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT"), and (iv) delivering to the Trustee an Officer's Certificate and an Opinion of Counsel each stating, among other things, compliance with all conditions precedent provided for herein in form and substance satisfactory reasonably satisfactory. In addition, subject to the Trustee, as trust funds solely for provisions of Article Eight with respect to the benefit creation of the Holders defeasance trust provided for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteefollowing clause (i), without consideration of any reinvestment of any interest thereonthe Company may, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) PROVIDED that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in SECTION 6.01(h), occurs at any time on or prior to the Notes shall have occurred and be continuing on 91st calendar day after the date of such depositdeposit (it being understood that this condition shall not be deemed satisfied until after such 91st day)) under the Indenture and PROVIDED that no default under any Senior Indebtedness would result therefrom, terminate all of its and the Guarantors' substantive obligations in respect of the Notes (including its obligations to pay the principal of (and premium, if any, on) and interest on the Notes and the Guarantors' Guarantee thereof) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or United States Government Obligations sufficient (without reinvestment) to pay all remaining Indebtedness on the Notes, (Dii) delivering to the Trustee either a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and termination of obligations or an Opinion of Counsel addressed to the Trustee based upon such a ruling or based on a change in the applicable Federal tax law since the date of this Indenture to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this SECTION 9.01 will not result in a breach any of the Company, the Trustee or violation of, the trust created by the Company's deposit of funds pursuant to this provision becoming or constitute a default under, this Indenture or any other agreement or instrument being deemed to which be an "investment company" under the Investment Company is a party or by which it is bound Act and (Eiv) the Company has delivered delivering to the Trustee an Officers' Certificate and an Opinion of CounselCounsel each stating, in each case stating that among other things, compliance with all conditions precedent provided for herein relating in form and substance reasonably satisfactory to the satisfaction and discharge of this Indenture have been complied withTrustee. With respect to Notwithstanding the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)paragraph, the Company's obligations in Sections SECTIONS 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.082.10, 2.09, 2.14, 4.012.13 and 4.01 (but not with respect to termination of substantive obligations pursuant to the third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 8.04, 8.05 9.03 and 8.06 9.04 shall survive until the Notes are no longer outstanding. Thereafter, only Thereafter the Company's obligations in Sections SECTIONS 7.07, 8.05 9.03 and 8.06 9.04 shall survive. After any such delivery or irrevocable depositdeposit and delivery of an Officers' Certificate and Opinion of Counsel, the Trustee upon request shall acknowledge in writing the discharge of the Company's and the Guarantors' obligations under the Notes and this Indenture except for those surviving obligations specified above. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the United States Government Obligations deposited pursuant to this Section 9.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, (a) This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under Section 6.07 hereof and the Notes Trustee's and Paying Agent's obligations under Section 7.03 hereof shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture ifand the Securities, when: (i1) either (A) all Notes previously outstanding Securities theretofore authenticated and delivered issued (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation cancellation; or (B) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, and the Company, in the case of clause (i) or (ii) above, has deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose an amount which, together with earnings thereon, will be sufficient to pay and discharge the entire indebtedness on the Securities for principal, premium, if any, Liquidated Damages, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity, as the case may be; (2) the Company has paid all other sums payable by it hereunder; orand (A3) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory Company has delivered to the Trustee for giving an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with, together with an Opinion of Counsel to the notice same effect. (b) The Company may, subject as provided herein, terminate all of redemption, its obligations under this Indenture with respect to Securities if: (B1) the Company has irrevocably deposits in trust deposited or caused to be irrevocably deposited with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments dedicated solely for to the benefit of the Holders for that purpose(i) cash in an amount, money or (ii) U.S. Government Obligations sufficient or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), to pay, without consideration of any the reinvestment of any interest thereonsuch amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, to pay principalthe principal of, and premium, ifif any, Liquidated Damages, if any, and interest on the Notes to maturity all Securities on each date that such principal, premium, if any, Liquidated Damages, if any, or redemption, as the case may be, interest is due and payable and to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, Liquidated Damages, if any, and interest with respect to the Securities as the same shall become due; (C2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit or, insofar as clauses (D5) and (6) of Section 5.01 hereof are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders of the Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 7.01(b) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) such deposit and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound; (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b); and (E7) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. In such event, this Indenture shall cease to be of further effect (except as provided in the next succeeding paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)However, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.093.01, 2.143.02, 3.03, 4.01, 4.026.07, 7.076.08, 7.087.01 and 7.04 hereof, 8.04the Company's obligations in Sections 4.01, 8.05 6.07, 7.04 and 8.06 9.01 hereof and the Trustee's and Paying Agent's obligations in Section 7.03 hereof shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 Section 6.07 hereof and 8.06 the Trustee's and Paying Agent's obligations in Section 7.03 hereof shall survivesurvive such satisfaction and discharge. After any such irrevocable depositdeposit made pursuant to this Section 7.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of, premium, if any, Liquidated Damages, if any, or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the (a) The Company may terminate its obligations under this Indenture, except those obligations referred to in the Notes and this Indenture if: (i) second succeeding paragraph, if all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes Securities for whose payment money or securities Payments have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.058.3) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or. (Ab) The Company may terminate all its obligations under the Notes mature within one year or all of them are Indenture except those obligations referred to be called for redemption within one year under arrangements satisfactory to in the Trustee for giving the notice of redemption, immediately succeeding paragraph if (B1) the Company has irrevocably deposits in trust deposited or caused to be irrevocably deposited with the Trustee during such one-year periodor a Paying Agent, under the terms of an irrevocable trust agreement in form and substance satisfactory to the TrusteeTrustee and any such Paying Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, money cash or U.S. Government Obligations maturing as to principal and interest, in such amounts and at such times as are sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any such interest thereon, to pay principal of, interest on, and the then maximum possible Liquidated Damages, if any, with respect to the Securities Outstanding to maturity provided that the Trustee or such Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premiuminterest and Liquidated Damages, if, if any, and interest on with respect to the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, Securities. (C2) no No Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing (A) on the date of such depositdeposit described in clause (1), or (DB) insofar as paragraph (f) of Section 6.1 is concerned, at any time during the period ending on the 91st day after the date of such deposit will or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration of such period); (3) Such termination and deposit described in clause (1) shall not (A) cause the Trustee to have a conflicting interest as defined in TIA Section 310(b) or otherwise for purposes of the Trust Indenture Act with respect to any securities of the Company, or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (4) Such termination and deposit described in clause (1) shall not result in a breach or violation of, of or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound and bound; (E5) the The Company has shall have delivered to the Trustee an Officers' Opinion of Counsel to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such termination and deposit described in clause (1) and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such termination and deposit had not occurred; and (6) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, in each case stating that all conditions precedent and subsequent provided for herein relating to the satisfaction and discharge of above in this Indenture Section 8.1(b) have been complied with. With respect The Company may make an irrevocable deposit pursuant to this Section 8.1 only if at such time the Company shall have delivered to the foregoing clause (i), the Company's obligations under Section 7.07 shall surviveTrustee and any such Paying Agent an Officers' Certificate to that effect. With respect to Notwithstanding the foregoing clause (ii)paragraph, the Company's obligations in Sections 2.022.3, 2.032.4, 2.042.5, 2.052.6, 2.062.7, 2.074.1, 2.084.2, 2.094.8, 2.147.7, 4.017.8, 4.028.2, 7.078.3, 7.08, 8.04, 8.05 8.4 and 8.06 10.4 shall survive until the Notes Securities are no longer outstandingOutstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 7.7 and 8.06 8.3 shall survive. . (c) After the effectiveness of any termination of its obligations (except, in the case of Section 8.1(b), as set forth in the second paragraph thereof), under this Indenture in accordance with Section 8.1(a) or (b) above (such irrevocable depositeffective date, the "Indenture Discharge Date") and payment of all obligations of the Company accrued under Section 7.7, the Trustee upon request Request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01(i) Subject to the provisions of Sections 8.04 and 8.05 hereof, the Company may terminate its obligations under the Notes and this Indenture ifshall cease to be of further effect as to all Notes issued hereunder, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: (i1) either: (a) all Notes previously that have been authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have has theretofore been held deposited in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or (Ab) the all Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory that have not been delivered to the Trustee for giving cancellation have become due and payable by reason of the making of a notice of redemption, (B) redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposits in trust deposited or caused to be deposited with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purposeHolders, money or cash in U.S. dollars, U.S. Government Obligations Obligations, or a combination thereof, in such amounts as will be sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereoninterest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if, if any, and accrued interest on to the Notes to date of maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, ; (C2) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it is bound and hereunder; and (E4) the Company has delivered irrevocable instructions to the Trustee hereunder to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and (5) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause satisfied. (ii), ) Notwithstanding the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable depositabove, the Trustee shall pay to the Company from time to time upon its request shall acknowledge any cash or U.S. Government Obligations held by it as provided in writing this section which, in the discharge opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the Company's obligations amount thereof that would then be required to be deposited to effect a satisfaction and discharge under the Notes and this Indenture except for those surviving obligations specified aboveArticle Eight.

Termination of Company's Obligations. Except as otherwise provided in If this Section 8.011501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company deposits irrevocably deposits in trust with the Trustee during money and/or, to the extent such one-year periodDebt Securities are denominated and payable in Dollars only, under Eligible Instruments the terms payments of an irrevocable principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust agreement in form and substance satisfactory to with the Trustee, as trust funds solely for without investment) be sufficient to pay the benefit principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the Holders series for which such deposit was made; provided, however, that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ci) no Default or Event of Default with respect to the Notes Debt Securities of such series under Section 501(6) or 501(7) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on the date of such depositdate, (Dii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, and (Eiii) such termination shall not relieve the Company has delivered of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section that the Company deliver to the Trustee (i) an Opinion of Counsel to the effect that: (a) Holders of Debt Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and termination and (b) such Holders (and future Holders) will be subject to tax in the same amount, manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date such money and/or Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto; and (iii) an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of defeasance contemplated in this Indenture Section have been complied with. With respect It shall be an additional condition to the foregoing clause (i), deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under Section 7.07 shall survive. With 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section, with respect to the foregoing clause (ii)Debt Securities of any series then listed on the New York Stock Exchange, that the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survivetermination. After any such irrevocable deposita deposit as provided herein, the Trustee shall, upon request shall Company Request, acknowledge in writing the discharge of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under the Notes Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Indenture except for those surviving obligations specified aboveSection.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemptionredemption by the Trustee in the name and at the expense of the Company, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money in cash or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient (if trust funds are in U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound (D) the Company has delivered irrevocable instructions to the Trustee to apply such deposited money towards the payment of the Notes at maturity or on the Redemption Date, as the case may be and (E) the Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of CounselCounsel reasonably acceptable to the Trustee, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If money shall have been deposited with the Trustee pursuant to this Section 8.01, the obligations of the Trustee under Section 8.04 hereof shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise ------------------------------------ provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemptionyear, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, principal and interest on the Notes to maturity or redemption, as the case may bematurity, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided The Company and the Guarantors may terminate their obligations under the Securities and the Guarantees and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) if all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes and Securities for whose payment money has heretofore been deposited in trust or securities have theretofore been segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05Company or discharged from such trust) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or, or if: (Aa) pursuant to Article Three, the Notes mature within one year or Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of them are to be called for redemption within one year the Securities under arrangements satisfactory to the Trustee for the giving the notice of redemption, such notice; (Bb) the Company shall have irrevocably deposits in trust deposited or caused to be deposited with the Trustee during such one-year periodor a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations Obligations") maturing as to principal and interest in such amounts and at such times as are sufficient (in without consideration of any reinvestment of such interest, to pay principal of, premium, if any, and interest on such outstanding Securities to redemption as certified to the opinion of Trustee by a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered designated by the Company; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the Trustee), without consideration payment of any reinvestment of any interest thereon, to pay said principal, premium, if, if any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, Securities; and (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (Ec) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided providing for herein relating to the satisfaction termination of the Company's obligation under the Securities, the Guarantees and discharge of this Indenture have been complied with. With respect to Notwithstanding the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)paragraph, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.04 and 8.05 and 8.06 shall survive until the Notes Securities are no longer outstanding. ThereafterAfter the Securities are no longer outstanding, only the Company's obligations in Sections 7.07, 8.04 and 8.05 and 8.06 shall survive. After any such delivery or irrevocable deposit, deposit the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes Securities, the Guarantees and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its and the Guarantors’ obligations under this Supplemental Indenture and the Notes and this Indenture if: (i1) either: (a) all the Notes previously theretofore authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, and the Company has paid all sums payable by it hereunder; or (A) irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory not theretofore delivered to the Trustee for giving the notice of redemptioncancellation, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principalprincipal of, premium, if, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be, and to pay ; (2) the Company has paid all other sums payable under this Supplemental Indenture by it hereunder, the Company; and (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E3) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case Counsel stating that all conditions precedent provided for herein under this Supplemental Indenture relating to the satisfaction and discharge of this Supplemental Indenture have been complied with. With respect to the foregoing clause (i1), the Company's ’s and the Guarantors’ obligations under Section 7.07 8.06 of the Base Indenture shall survivesurvive such satisfaction and discharge to the extent provided in the Base Indenture. With respect to the foregoing clause (ii2), the Company's ’s and the Guarantors’ obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.13, 4.01, 4.02, 7.07, 7.08, 8.044.13, 8.05 and 8.06 hereof and Section 8.06 of the Base Indenture shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s and the Guarantors’ obligations in Sections 7.07, 8.05 and 8.06 hereof and Section 8.06 of the Base Indenture shall survive. After any such irrevocable deposit, the Trustee upon written request of the Company shall acknowledge in writing the discharge of the Company's ’s and the Guarantors’ obligations under the Notes and this Indenture Supplemental Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate all of its obligations under the Notes and this Indenture Indenture, except those obligations referred to below, if: (ia) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (Ab) either (i) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for giving the notice of redemptionredemption or (ii) if the Notes do not mature or are not to be called for redemption in accordance with clause (i) hereof, the Company shall have delivered to the Trustee either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 12.01(b)(ii) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised or (B) an Opinion of Counsel from nationally recognized United States counsel, to the same effect as the ruling described in clause (A) above with no material qualifications and, in the case of either clause (i) or (ii): (1) subject to applicable stock exchange requirements, if any, the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations Obligations, maturing as to principal and interest in such amounts and at such times as are sufficient (in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any such interest thereonon such U.S. Government Obligations, to pay principal, premium, if, any, principal of and interest on the Outstanding Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that the Trustee shall have been irrevocably instructed to apply such trust funds to the payment of principal and interest on the Outstanding Notes; (C2) no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit, (D) deposit or shall occur as a result of such deposit or shall occur on or before 90 days after the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound; 80 (3) the Company shall have paid or caused to be paid all sums then payable by the Company hereunder and under the Notes; (E4) such deposit shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the Trust Indenture Act; (5) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel from nationally recognized United States counsel, in each case with no material qualifications, stating that all conditions precedent provided for herein relating (A) the deposit shall not result in the Company, the Trustee or the trust becoming or being deemed to be an investment company" under the satisfaction Investment Company Act of 1940, as amended, and discharge (B) upon making the deposit, a valid trust is created at the time of such deposit and the Holders of the Notes will have the sole beneficial ownership interest under applicable law in the money or U.S. Government Obligations so deposited in such trust, except that the Opinion of Counsel referred to in this Indenture have been complied with. With respect to the foregoing clause (i), B) may contain a qualification that in the Company's obligations under Section 7.07 shall survive. With respect event that a court of competent jurisdiction were to determine that the foregoing clause (ii), trust funds remained property of the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any Company after such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge Holders of the Company's obligations Notes will have a nonavoidable first priority perfected security interest under applicable law in the Notes and this Indenture except for those surviving obligations specified above.money or U.S. Government Obligations so deposited, which security interest will not be subject to any prior rights of holders of any other Indebtedness; and

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company and the Guarantors may terminate its their obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes have become due and payable, mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company or any Guarantor irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay pay, through the payment of principal and interest in accordance with their terms not later than one day prior to the relevant due date, principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or any Guarantor is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 7.06 shall survive. With respect to the foregoing clause (ii), the Company's and the Guarantors' obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.06, 7.07, 7.08, 8.04, 8.05 and 8.06 and Article X shall survive until the Notes and the Note Guarantees are no longer outstanding. Thereafter, only the Company's and the Guarantors' obligations in Sections 7.077.06, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's and the Guarantors' obligations under the Notes Notes, the Note Guarantees and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under Sections 7.07, 8.04 and 8.05 shall survive the effect of this Article Eight) when all outstanding Notes and this Indenture if: (i) all Notes previously theretofore authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) issued have been delivered to the Trustee for cancellation and cancellation. In addition, at the Company has paid all sums payable by it hereunder; or Company's option, either (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Ba) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Notes at any time after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.05, 4.09, 4.11 through 4.18 and 5.01 at any time after the applicable conditions set forth below have been satisfied: (1) The Company shall have deposited or caused to be deposited irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purposeof the Notes (i) money in an amount, money or (ii) U.S. Legal Tender or U.S. Government Obligations sufficient (as defined below) that through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one business day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (i) and (ii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and discharge each installment of principal of and interest on the outstanding Notes on the dates such installments of interest or principal are due; provided, that no deposits made pursuant to maturity this Section 8.01(1) shall cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; provided, further, that no such deposit shall result in the Company, the Trustee or redemption, as the case may be, and trust becoming or being deemed to pay all other sums payable by it hereunder, be an "investment company" under the Investment Company Act of 1940; (C2) no No Event of Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit; (3) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (i) the Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.01 other than in the same manner and at the same times as would have been the case if such option had not been exercised, and, accompanied by a ruling to that effect received from or published by the Internal Revenue Service, and (Dii) all conditions precedent to the Discharge pursuant to this Section 8.01 have been complied with, together with an Officers' Certificate to such effect; (4) The Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07 hereof; and (5) No such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, this Indenture or any other instrument or agreement or instrument (including, without limitation, the Credit Agreement) to which the Company or any of its subsidiaries is a party or by which it or its property is bound and bound. Notwithstanding the foregoing, the Opinion of Counsel required by clause (Ei) the Company has of paragraph (3) above need not be delivered if all Notes not theretofore delivered to the Trustee an Officers' Certificate for cancellation (i) have become due and an Opinion of Counselpayable, in each case stating that all conditions precedent provided (ii) will become due and payable on the Maturity Date within one year, or (iii) are to be called for herein relating redemption within one year under arrangements satisfactory to the satisfaction and discharge Trustee for the giving of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, notice of redemption by the Trustee upon request shall acknowledge in writing the discharge name, and at the expense, of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its obligations under the Notes Securities of any Series and this Indenture if: with respect to such Series, except those obligations re- ferred to in the immediately succeeding paragraph, (ia) if all Notes Securities of such Series previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities of such Series which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes Secu- rities of such Series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05Sec- tion 8.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or , or (Ab) if, following the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory date on which the Company shall have given notice to the Trustee for giving of its intention to defease all of the notice Securities of redemptionsuch Series, (B) the Company has irrevocably deposits in trust de- posited or caused to be deposited with the Trustee during such one-year periodor a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the TrusteeTrustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purposepurpose (i) in the case of any Securities of any Series denominated in United States dollars, money an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeObligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of any interest thereonsuch interest, to pay principal, premium, if, any, principal of and interest on the Notes to maturity or redemption, as such outstanding Securities at their respective Stated Maturities and (ii) in the case may beof any Securities of any Series denominated in any cur- rency other than United States dollars, and an amount of the Required Currency sufficient to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation principal of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, (a) This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under Section 7.7 and 8.4, and the Notes Company's, Trustee's and this Indenture if: (iPaying Agent's obligations under Section 8.3 shall survive) when all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that outstanding Securities have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation full and the Company has paid all sums payable by it the Company hereunder; or. In addition, the Company may terminate all of its obligations under this Indenture if: (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B1) the Company irrevocably deposits in trust with the Trustee during such one-year periodor, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of as certified by an independent public accountants expressed in a written certification thereof delivered to accountant designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that (Ci) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Securities; (2) the Company delivers to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with; and (3) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under. Then, this Indenture or any other agreement or instrument shall cease to which be of further effect (except as provided in this paragraph), and the Company is a party or by which it is bound and (E) Trustee, on demand of the Company has delivered to the Trustee an Officers' Certificate and an Opinion Company, shall execute proper instruments acknowledging confirmation of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to The Company may make the foregoing clause (i), the Company's obligations under Section 7.07 shall survivedeposit only if Article X hereof does not prohibit such payment. With respect to the foregoing clause (ii)However, the Company's obligations in Sections 2.022.3, 2.032.4, 2.042.5, 2.052.6, 2.062.7, 2.074.1, 2.084.2, 2.094.3, 2.147.7, 4.017.8, 4.02, 7.07, 7.08, 8.04, 8.05 8.3 and 8.06 8.4 and the Trustee's and Paying Agent's obligations in Section 8.3 shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07Section 7.7 and 8.4 and the Company's, 8.05 Trustee's and 8.06 Paying Agent's obligations in Section 8.3 shall survive. . (b) After any such irrevocable depositdeposit made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein, the Trustee upon written request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. (c) In order to have money available on a payment date to pay principal or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, (a) This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under the Notes Section 7.07 and this Indenture if: (i8.03 shall survive) when all Notes previously outstanding Securities theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or. In addition, the Company may elect to have either paragraph (b) or paragraph (c) below be applied to the outstanding Securities upon compliance with the conditions set forth in paragraph (d). (Ab) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (b), the Company shall be deemed to have been released and discharged from its obligations with respect to the outstanding Securities on the date the conditions set forth below are satisfied ("legal defeasance"). For this purpose, legal defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Securities, which shall thereafter be deemed to be "outstanding" only for the purposes of the Sections of and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (i) the Notes mature within one year or all rights of them Holders of outstanding Securities to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such paragraph, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (ii) the Company's obligations with respect to such Securities under Sections 2.06, 2.07 and 4.04, and, with respect to the Trustee, under Section 7.07, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 8.01. Subject to compliance with this Section 8.01, the Company may exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) below with respect to the Securities. (c) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (c), the Company shall be released and discharged from its obligations under any covenant contained in Article 5 and in Sections 4.02 through 4.12 with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied ("covenant defeasance"), and the Securities shall thereafter be deemed to be called not "outstanding" for redemption within one year under arrangements satisfactory the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Trustee for giving outstanding Securities, the notice Company may omit to comply with and shall have no liability in respect of redemptionany term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. (Bd) The following shall be the conditions to the application of either paragraph (b) or (c) above to the outstanding Securities: (1) the Company has irrevocably deposits deposited in trust with the Trustee during such one-year periodor, at the option of the Trustee, with a trustee, satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. United States Government Obligations (defined below in this Section 8.01) sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, ; provided that (Ci) no Default the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or Event the proceeds of Default such United States Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of said principal and interest with respect to the Notes shall have occurred and be continuing on the date of such deposit, Securities; (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E2) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that (A) all conditions precedent provided for herein relating to either the satisfaction and discharge of this Indenture legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with. With respect to the foregoing clause with and (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After B) if any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge other Indebtedness of the Company's obligations under Company shall then be outstanding or committed, such legal defeasance or covenant defeasance will not violate the Notes and this Indenture except for those surviving obligations specified above.provisions of the agreements or instruments evidencing such Indebtedness;

Termination of Company's Obligations. Except as otherwise provided in this Section 8.017.2, the Company may terminate its obligations under the Notes Securities of a Series and this Indenture with respect to such Series if: 28 33 (i) all Notes previously authenticated and delivered (other than destroyed, lost the Securities of such Series mature or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature redeemable within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemptionyear, (Bii) the Company irrevocably deposits in trust with the Trustee during such one-year period, or Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company) under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders of such Series for that purpose, money or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with its terms, will provide, not later than one Business Day prior to the applicable payment date, money sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereoninterest, to pay principal, premium, if, any, principal and interest on the Notes Securities of such Series to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ciii) no Default or Event of Default with respect to the Notes such Series shall have occurred and be continuing on the date of such deposit, (Div) such deposit will not result in or constitute a Default or result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (Ev) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to such Series have been complied with; provided, however, that the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal and interest with respect to the Securities and if the Securities of the Series are to be redeemed, either the Securities have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the notice of redemption by the Trustee in the name, and at the expense, of the Company. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)foregoing, the Company's obligations in Sections 2.022.2, 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.7, 2.082.8, 2.092.12, 2.143.1, 4.013.2, 4.026.7, 7.076.8, 7.087.5, 8.04, 8.05 7.6 and 8.06 7.7 shall survive until the Notes Securities of such Series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.076.7, 8.05 6.8, 7.6 and 8.06 7.7 shall survive. After any such irrevocable depositdeposit and fulfillment of the other requirements of this Section 7.2, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes Securities of such Series and this Indenture with respect to such Series except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, (a) This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under Section 7.6 and the Notes Trustee's and this Indenture if: (iPaying Agent's obligations under Section 8.3 shall survive) when all Notes previously outstanding Securities theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or. In addition, the Company may elect to have either paragraph (b) or paragraph (c) below be applied to the outstanding Securities upon compliance with the conditions set forth in paragraph (d). (Ab) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (b), the Company shall be deemed to have been released and discharged from its obligations with respect to the outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, "legal defeasance"). For this purpose, such legal defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Securities, which shall thereafter be deemed to be "outstanding" only for the purposes of the Sections of and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the Notes mature within one year or all rights of them Holders of outstanding Securities to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such paragraph, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (ii) the Company's obligations with respect to such Securities under Sections 2.5, 2.6 and 4.2, and, with respect to the Trustee, under Section 7.6, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 8. 1. Subject to compliance with this Section 8.1, the Company may exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) below with respect to the Securities. (c) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (c), the Company shall be released and discharged from its obligations under any covenant contained in Article 5 and in Sections 4.3, 4.4 and 4.6 through 4.16 with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"), and the Securities shall thereafter be deemed to be called not "outstanding" for redemption within one year under arrangements satisfactory the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Trustee for giving outstanding Securities, the notice Company may omit to comply with and shall have no liability in respect of redemptionany term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. (Bd) The following shall be the conditions to the application of either paragraph (b) or (c) above to the outstanding Securities: (1) the Company has irrevocably deposits deposited in trust with the Trustee during such one-year periodor, at the option of the Trustee, with a trustee satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purposeTrustee in its sole discretion, money or U.S. Government Obligations sufficient to pay principal of, premium, if any, and interest on the Securities to maturity or redemption (in the opinion of a nationally recognized accounting firm of independent certified public accountants expressed in a written certification thereof certificate delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, ) and to pay all other sums payable by it hereunder; provided that (i) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Securities; (C2) the Company has delivered to the Trustee an Officer's Certificate stating that (a) all conditions precedent provided for relating to either the legal defeasance under paragraph (b) above or the covenant defeasance under paragraph (c) above, as the case may be, have been complied with and (b) if any other Indebtedness of the Company shall then be outstanding or committed, such legal defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness; (3) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, ; (D4) the Trustee shall not have received notice from any holder of Bank Debt or any holder of Senior Indebtedness in an aggregate principal amount in excess of $20 million that such legal defeasance or covenant defeasance would violate the provisions of the agreements or instruments evidencing such Senior Indebtedness; (5) such deposit will legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or event of default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound and bound; (E6) in the case of an election under paragraph (b) above, the Company has shall have delivered to the Trustee an Officers' Certificate Opinion of Counsel from nationally recognized counsel acceptable to the Trustee stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, (y) there exists controlling precedent, or (z) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in any case to the effect that the Holders of the outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such legal defeasance had not occurred; and (7) in the case of an election under paragraph (c) above, the Company shall have delivered to the Trustee an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel from nationally recognized counsel acceptable to the satisfaction Trustee (i) to the effect that the Holders of the outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and discharge of this Indenture will be subject to Federal income tax on the same amount and in the same manner and at the same time as would have been complied with. With respect the case if such covenant defeasance had not occurred or (ii) that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall surviveeffect. After any such irrevocable depositdeposit made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. The Company may make an irrevocable deposit pursuant to this Section 8.1 only if at such time it is not prohibited from doing so under the provisions of Article 10 and the Company shall have delivered to the Trustee and any Paying Agent an Officers' Certificate to that effect. In order to have money available on a payment date to pay the principal of, premium, if any, or interest on the Securities, the U.S. Government Obligations shall be payable as to principal, premium, if any, or interest on or before such payment date in such amounts as will provide the necessary money to effect the applicable defeasance. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes Securities of any series and this Indenture with respect to Securities of such series if: (i) all Notes Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes wrongfully taken Securities of such series that have been replaced or Notes Securities of such series that are paid pursuant to Section 4.01 or Notes Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes Securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders of such Securities for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereonreinvestment, to pay principal, premium, if, any, Principal of and interest on the Notes Securities of such series to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, and (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. With respect to the foregoing clause (i), only the Company's obligations under Section 7.07 in respect of the Securities of such series shall survive. With respect to the foregoing clause (ii), only the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.012.02 through 2.12, 4.02, 7.07, 7.08, 8.04, 7.08 and 8.05 and 8.06 in respect of the Securities of such series shall survive until the Notes such Securities of such series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 7.07 and 8.05 and 8.06 in respect of the Securities of such series shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the (a) The Company may terminate its obligations under the Notes Obligations and this Indenture if: (i) if all Notes Obligations previously authenticated and delivered (other than destroyed, lost or stolen Notes that Obligations which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes Obligations for whose payment money or securities have has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.055.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunderhereunder and thereunder; or (Ab) Except as otherwise provided in this Section 5.01, the Company may terminate its obligations under any Obligations and all of its obligations under this Indenture to or for the benefit of the Holders of such Obligations, if: (i) the Notes mature within one year or all Company has (a) in case any of them such Obligations are to be called for redemption within one year under arrangements satisfactory redeemed on any date prior to their Stated Maturity, given to the Trustee for irrevocable instructions to give as provided in Article XII notice of redemption of such Obligations (other than Obligations which have been purchased by the Trustee at the direction of the Company as hereinafter provided prior to the giving the of such notice of redemption), and (Bb) the Company irrevocably deposits in trust deposited or caused to be deposited with the Trustee during or Paying Agent and conveyed all right, title and interest for the benefit of the Holders of such one-year periodObligations, under the terms of an irrevocable trust agreement in form and substance satisfactory to the TrusteeTrustee and any such Paying Agent, as trust funds in trust solely for the benefit of the Holders of such Obligations for that purpose, money or U.S. Government Obligations Defeasance Securities maturing as to principal and interest in such amounts and at such times as are sufficient (in the opinion of a nationally recognized firm of independent public accountants Independent Accountants expressed in a written certification thereof certificate signed by such firm and delivered to the Trustee), without consideration of any reinvestment of any interest thereonsuch interest, to pay principal, premium, if, anyprincipal or Redemption Price (if applicable) of, and interest due or to become due on such Obligations (other than destroyed, lost or stolen Obligations which have been replaced or paid or Obligations for whose payment money or securities has theretofore been held in trust and thereafter repaid to the Notes Company as provided in Section 5.03) on or prior to maturity the Redemption Date or redemptionStated Maturity thereof, as the case may be, in accordance with the terms of this Indenture and such Obligations; PROVIDED, that the Trustee or Paying Agent shall have been irrevocably instructed to pay all other sums payable by it hereunderapply such money or the proceeds of such Defeasance Securities to the payment of such principal, Redemption Price and interest with respect to such Obligations; (Cii) no Default or Event of Default with respect to the Notes shall have occurred and be continuing exist on the date of such deposit or shall occur as a result of such deposit; (iii) the Company shall have delivered to the Trustee either (i) a ruling from the Internal Revenue Service and directed to the Trustee to the effect that the Holders of such Obligations will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this subsection 5.01(B) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, or (Dii) such an Opinion of Counsel from nationally recognized tax counsel not an employee of the Company to the same effect as the ruling described in paragraph (i) of this subsection; (iv) the Company has paid or caused to be paid all sums then due from the Company hereunder and under the Obligations; (v) the Company has delivered an Opinion of Counsel stating that the deposit will shall not result in a breach the Company, the Trustee or violation of, the trust becoming or constitute a default under, this Indenture or any other agreement or instrument being deemed to which be an "investment company" under the Investment Company Act of 1940; (vi) the Company is has delivered an Opinion of Counsel from a party nationally recognized law firm stating that the Holders of such Obligations (or by which it is bound and the Trustee for the benefit of such Holders) shall have a perfected security interest under applicable law in the money or Defeasance Securities so deposited; and (Evii) the Company has delivered to the Trustee and any Paying Agent an Officers' Certificate and an Opinion of Counsel, in each case stating that all the conditions set forth in subsections (1) through (6) above have been complied with. After any such irrevocable deposit, the Trustee upon Company Request shall acknowledge in writing the discharge of the Company's obligations under such Obligations and of the Company's obligations to or for the benefit of the Holders of such Obligations under this Indenture, except for those surviving obligations specified below. (c) Notwithstanding the satisfaction of the conditions set forth in subsection (B) with respect to any Obligations, the Company's and the Trustee's obligations to or for the Holders of such Obligations or to the Trustee under Sections 3.07, 3.08, 5.02, 5.03, 5.04, 7.07, 7.10, 8.02, 11.01, 11.02 and 11.03 shall survive until such Obligations are no longer Outstanding. Thereafter, only the Company's obligations under Sections 5.03, 5.04 and 7.07 shall survive with respect to such Holders or the Trustee. If and when a ruling from the Internal Revenue Service or Opinion of Counsel referred to in paragraph (B)(3) is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company's obligations to such Holders under Section 11.01, then the Company's obligations to such Holders under such Section 11.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to such Holders. (d) The Trustee or Paying Agent shall, if so directed by the Company (i) prior to the Stated Maturity of Obligations in respect of which a deposit has been made under paragraph (B)(1) above which are not to be redeemed prior to their Stated Maturity or (ii) prior to the giving of the notice of redemption referred to in paragraph (B)(1) above with respect to any Obligations in respect of which a deposit has been made under paragraph (B)(1) which are to be redeemed on a date prior to their Stated Maturity, apply moneys deposited with the Trustee in respect of such Obligations and redeem or sell Defeasance Securities so deposited with the Trustee and apply the proceeds thereof to the purchase of such Obligations and the Trustee shall immediately thereafter cancel all such Obligations so purchased; PROVIDED, HOWEVER, that the moneys and Defeasance Securities remaining on deposit with the Trustee or Paying Agent after the purchase and cancellation of such Obligations shall be sufficient to pay when due the principal or Redemption Price (if applicable) of, and interest due or to become due on, all Obligations in respect of which such moneys and Defeasance Securities are being held by the Trustee or Paying Agent on or prior to the Redemption Date or Stated Maturity thereof, as the case may be. In the event that on any date as a result of any purchases and cancellations of Obligations as provided in this subsection the total amount of moneys and Defeasance Securities remaining on deposit with the Trustee or Paying Agent under this Section is in excess of the total amount that would have been complied with. With required to be deposited with the Trustee or Paying Agent on such date under paragraph (B)(1) in respect to of the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 remaining Obligations for which such moneys and 8.06 shall survive until the Notes Defeasance Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable depositbeing held, the Trustee or Paying Agent shall, if requested by the Company and upon request receipt by the Trustee or Paying Agent of a certificate of a nationally recognized firm of Independent Accountants setting forth the calculation of such excess, pay the amount of such excess to the Company free and clear of any trust, lien, security interest, pledge or assignment securing such Obligations or otherwise existing under this Indenture. (e) If the requirements of this Section 5.01 have been satisfied with respect to all Obligations theretofore Outstanding, then, upon Company Request, the rights and interest created hereby shall acknowledge in writing the discharge of the Company's obligations under the Notes become null and this Indenture void and be cancelled and surrendered (except for those surviving obligations specified aboveas otherwise provided herein).

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstandingOutstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survivesurvive such satisfaction and discharge. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except (a) If the Securities of any series so provide, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of a series, and except as otherwise provided in subsection (d) of this Section 8.0112.01, the Company may terminate its obligations under the Notes and provisions of this Indenture ifas it relates to such Securities shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Direction, execute proper instruments acknowledging the same if the conditions set forth in paragraphs (1) or (2) or (3) below are satisfied: (iA) all Notes previously Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen Notes that and which have been replaced or Notes that are paid pursuant to as provided in Section 4.01 or Notes 2.07 and (ii) Securities for whose payment money (defined for purposes of this Article Twelve as such coin or securities have currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts) has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 8.0512.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; orcancellation; (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory has paid or caused to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay be paid all other sums payable by it hereunder, under this Indenture in respect of the Securities of such series; and (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction of the entire indebtedness on all Securities of any such series and the discharge of this Indenture as it relates to such Securities have been complied with. With respect ; or (2) (A) all Securities of such series not theretofore delivered to the foregoing clause Trustee for cancellation (i)) have become due and payable, the Company's obligations or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under Section 7.07 shall survive. With respect arrangements satisfactory to the foregoing clause (ii), Trustee for the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, giving of notice of redemption by the Trustee upon request shall acknowledge in writing the discharge name, and at the expense, of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.;

Termination of Company's Obligations. Except This Indenture shall cease to be of further effect (except as otherwise provided in below) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Section 8.01Indenture, the Company may terminate its obligations under the Notes and this Indenture if:when (i1) either (A) all Notes previously Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen Notes that and which have been replaced or Notes that are paid pursuant to as provided in Section 4.01 or Notes 2.07 and (ii) Securities for whose payment money or securities have has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.0510.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or (AB) all such Securities not theretofore delivered to the Notes mature Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their date of maturity within one year six months, or all of them (iii) are to be called for redemption within one year six months under arrangements satisfactory to the Trustee for the giving the of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (Bii) the Company irrevocably deposits in trust or (iii) above, has deposited or caused to be deposited with the Trustee during in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory Securities not theretofore delivered to the TrusteeTrustee for cancellation, as trust funds solely for principal and interest to the benefit date of the Holders for that purpose, money or U.S. Government Obligations sufficient such deposit (in the opinion case of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered Securities which have become due and payable) or to the Trustee), without consideration date of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, redemption date. as the case may be, and , (2) the Company has paid or caused to pay be paid all other sums payable hereunder by it hereunderthe Company, and (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to Notwithstanding the foregoing clause (i)satisfaction and discharge of this Indenture, the Company's obligations under Section 7.07 of the Company to pay principal and interest on the securities (which shall survive. With respect to the foregoing clause (ii), the Company's be absolute and unconditional) and its obligations in paragraph 13 of the Securities and in Sections 2.02, 2.03, 2.04, . 2.05, 2.06, 2.07, 2.089.07, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 9.08 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 Article 4 shall survive. After any such irrevocable deposit, The Trustee shall give notice in the Trustee upon request shall acknowledge in writing name of and at the discharge expense of the Company's obligations under Company to the Notes and Holders of the immediate availability of the amounts referred to in clause (1) of this Indenture except for those surviving obligations specified aboveSection 10.01.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate all of its obligations under the Notes Securities of any series and all coupons, if any, appertaining thereto, and this Indenture if: with respect to the Securities of such series if either (i1) all Notes Securities of such series and all coupons, if any, appertaining thereto, previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that wrongfully-taken Securities or coupons which have been replaced or Notes that are paid pursuant to as provided in Section 4.01 2.09, (ii) Securities or Notes coupons for whose payment money or securities have (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.058.03, (iii) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange whose surrender is not required or has been waived as provided in Section 2.08, (iv) coupons appertaining to Bearer Securities called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.09, and (v) coupons appertaining to Bearer Securities surrendered for purchase and maturing after the Purchase Date, whose surrender has been waived as provided in Section 4.02(c)) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B2) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in to pay the opinion principal of a nationally recognized firm and interest, if any, on all Securities of independent public accountants expressed in a written certification thereof such series and all coupons, if any, appertaining thereto previously authenticated and delivered, and not theretofore cancelled or delivered to the TrusteeTrustee for cancellation (other than any such Security or coupon referenced in subclauses (i), without consideration (ii), (iii), (iv) or (v) of any reinvestment of any interest thereonclause (1) above), to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the The Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.048.03 and Article Ten of this Indenture, 8.05 and 8.06 however, shall survive until the Notes Securities of such series are no longer outstanding. Thereafter, only Thereafter the Company's obligations in Sections 7.077.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, 8.05 if money or Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of this Section, the obligations of the Trustee under Section 8.02 and 8.06 the second sentence of Section 8.03 shall survive. After any such irrevocable deposita deposit and if all other conditions thereto are met, the Trustee upon request for the Securities of such series and the coupons, if any, appertaining thereto, shall acknowledge in writing the be required to execute an instrument acknowledging satisfaction and discharge of the Company's obligations under the Notes and this Indenture with respect to such Securities, except for those surviving obligations specified above; provided, however, that the Trustee shall not be required to execute such instrument until the expiration of ninety days after the date of a deposit. In order to have money available on a payment date to pay the principal of or interest, if any, on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. (a) Except as otherwise provided in this Section 8.017.2, the Company may terminate its obligations under the Notes Securities of a Series and this Indenture with respect to such Series if: (i) all Notes previously authenticated and delivered the Securities of such Series mature or are redeemable within one year, (ii) with reference to this Section 7.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee or Paying Agent (other than destroyed, lost the Company or stolen Notes that have been replaced a Subsidiary or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to Affiliate of the Company) and conveyed all right, as provided in Section 8.05) have been delivered to title and interest for the Trustee for cancellation and benefit of the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all Holders of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year periodSeries, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purposesuch Holders, in and to, (A) money or in an amount, (B) U.S. Government Obligations sufficient that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment referred to in this clause (ii), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), to pay and discharge, without consideration of any reinvestment of any interest thereonand after payment of all federal, to pay principalstate and local taxes or other fees, premiumcharges and assessments in respect thereof payable by the Trustee or Paying Agent, if, any, the principal of and interest on the Notes outstanding Securities of such Series when due; provided, that the Trustee or Paying Agent shall have been irrevocably instructed in writing to maturity apply such money or redemption, as the case may be, proceeds of such U.S. Government Obligations to the payment of such principal and interest with respect to pay all other sums payable by it hereunder, such Series; (Ciii) no Default or Event of Default with respect to the Notes such Series shall have occurred and be continuing on the date of such deposit, , (Div) such deposit will not result in or constitute a Default or result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and bound; and (Ev) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel (which may rely upon an Officers' Certificate as to factual matters), in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to such Series have been complied with. ; provided, that if the Securities of the Series are to be redeemed, either the Securities have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the notice of redemption by the Trustee in the name, and at the expense, of the Company. (b) With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)foregoing, the Company's obligations in Sections 2.022.2, 2.032.3, 2.042.4, 2.052.5, 2.062.6, 2.072.7, 2.082.8, 2.092.12, 2.143.1, 4.013.2, 4.026.7, 7.076.8, 7.087.5, 8.04, 8.05 7.6 and 8.06 7.7 shall survive until the Notes Securities of such Series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.076.7, 8.05 6.8, 7.6 and 8.06 7.7 shall survive. After any such irrevocable depositdeposit and fulfillment of the other requirements of this Section 7.2, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes Securities of such Series and this Indenture with respect to such Series except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its obligations under the Notes Securities of any Series and this Indenture if: with respect to such Series, except those obligations re- ferred to in the immediately succeeding paragraph, (ia) if all Notes Securities of such Series previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities of such Series which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes Secu- rities of such Series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05Sec- tion 8.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or , or (Ab) if, following the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory date on which the Company shall have given notice to the Trustee for giving of its intention to defease all of the notice Securities of redemptionsuch Series, (B) the Company has irrevocably deposits in trust de- posited or caused to be deposited with the Trustee during such one-year periodor a Paying Agent (other than the Company or a Subsidiary), under the terms of an irrevocable trust agreement in form and substance satisfactory to the TrusteeTrustee and any such Pay- ing Agent, as trust funds in trust solely for the benefit of the Holders for that purpose, money (i) in the case of any Securities of any Series denominated in United States dollars, an amount of cash sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities, or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obliga- tion the full faith and credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security held by the custodian for the benefit of the holder of such depository receipt ("U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeObligations"), maturing as to prin- cipal and interest in such amounts and at such times as are sufficient without consideration of any reinvestment of any interest thereonsuch interest, to pay principal, premium, if, any, principal of and interest on the Notes to maturity or redemption, as such outstanding Securities at their respective Stated Maturities and (ii) in the case may beof any Securities of any Series denominated in any cur- rency other than United States dollars, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge amount of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.Required Currency sufficient

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it them hereunder; or (ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is they are bound and (E) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under Sections 6.7 and 9.4, and the Company's, Trustee's and Paying Agent's obligations under Section 9.3 shall survive) when all outstanding Investment Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation full and the Company has paid all sums payable by it the Company hereunder; or. In addition, the Company may terminate all of its obligations under this Indenture if: (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B1) the Company irrevocably deposits in trust with the Trustee during such one-year periodor at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of as certified by an independent public accountants expressed in a written certification thereof delivered to accountant designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, principal and interest and premium, if, if any, and interest on the Investment Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that (Ci) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest and premium, if any, with respect to the Investment Notes; (2) the Company delivers to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with; (3) no Event of Default or event (including such deposit) which, with notice or lapse of time, or both, would become an Event of Default with respect to the Investment Notes shall have occurred and be continuing on the date of such deposit, ; and (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E4) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the satisfaction and discharge effect that Holders of this Indenture have been complied with. With respect to the foregoing clause (i)Investment Notes will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's obligations exercise of its option under this Section 7.07 9.1 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised; then, this Indenture shall survivecease to be of further effect (except as provided in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging confirmation of and discharge under this Indenture. With respect to The Company may make the foregoing clause (ii)deposit only if Article X hereof does not prohibit such payment. However, the Company's obligations in Sections 2.022.3, 2.032.4, 2.042.5, 2.053.1, 2.063.2, 2.073.3, 2.086.7, 2.096.9, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 9.3 and 8.06 9.4 and the Trustee's and Paying Agent's obligations in Section 9.3 shall survive until the Investment Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07Section 6.7 and 9.4 and the Company's, 8.05 Trustee's and 8.06 Paying Agent's obligations in Section 9.3 shall survive. After any such irrevocable depositdeposit made pursuant to this Section 9.1 and satisfaction of the other conditions set forth herein, the Trustee upon written request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal or interest or premium, if any, on the Investment Notes, the U.S. Government Obligations shall be payable as to principal or interest at least one (1) Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes Securities and this Indenture if: (i) all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes Securities that are paid pursuant to Section 4.01 or Notes Securities for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation cancelation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, if any, and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations obligations, as the case may be, under the Notes Securities and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate all of its obligations under obligations, except for those set forth below, in respect of the Notes and this Indenture if: Securities if (i) the Company delivers to the Trustee for cancellation all Notes previously of the Securities theretofore authenticated and delivered (other than any Securities that have been destroyed, lost or stolen Notes that and in lieu of or in substitution for which other Securities have been replaced authenticated and delivered) and not theretofore canceled (the "Outstanding Securities") or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05(ii) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (Aa) the Notes mature within one year or all of them are to the Outstanding Securities mature or will be called for redemption within one (1) year under arrangements satisfactory to the Trustee for giving the notice of redemption, redemption and (Bb) the Company irrevocably deposits in trust with the Trustee during such one-year periodTrustee, in trust, amounts sufficient to pay all of the principal of, premium, if any, interest and liquidated damages due to the stated maturity date or redemption date of all Outstanding Securities. In addition to the foregoing, the Company may terminate its obligations under Sections 3.07, 4.03 and 4.06 (other than with respect to the corporate existence of the Company), and no Default or Event of Default under Section 6.01(3) or (4) shall thereafter apply, by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purposeagreement, money or U.S. direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged ("U. S. Government Obligations Obligations") sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principalthe principal of, premium, if, if any, and interest on the Notes to Securities at maturity or an earlier redemption, as the case may be, and to pay all other sums payable by it hereunder, (Cii) no Default or Event of Default with respect delivering to the Notes shall have occurred and be continuing on Trustee either an Opinion of Counsel or a ruling obtained by the date Company from or published by the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and termination of obligations and (Eiii) the Company has delivered delivering to the Trustee an Officers' Certificate and an Opinion of Counsel, in Counsel each case stating that compliance with all conditions precedent provided for herein relating herein. In addition, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(5), occurs at any time on or prior to the satisfaction 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day)), terminate all of its obligations, except for those set forth below, in respect of the Securities (including its obligations to pay the principal of, premium, if any, and discharge interest on the Securities) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or United States Government Obligations sufficient (without reinvestment) to pay the principal of, premium, if any, and interest on the Securities at maturity or on earlier redemption, (ii) delivering to the Trustee either a ruling obtained by the Company from or published by the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations or an Opinion of Counsel addressed to the Trustee based upon such a ruling or based on a change in the applicable Federal tax law since the date of this Indenture have been complied with. With respect to such effect and (iii) delivering to the foregoing clause (i), the Company's obligations under Section 7.07 shall surviveTrustee an Officers' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. With respect to Notwithstanding the foregoing clause (ii)three paragraphs, the Company's obligations in Article Ten and Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.082.10, 2.092.11, 2.142.12 (but not with respect to termination of obligations pursuant to the foregoing paragraph), 4.012.13 and 4.01 (but not with respect to termination of obligations pursuant to the foregoing paragraph), 4.02, 7.07, 7.08, 8.04, 8.05 8.03 and 8.06 8.04 shall survive until the Notes Securities are no longer outstanding. Thereafter, only Thereafter the Company's obligations in Sections 7.07, 8.05 8.03 and 8.06 8.04 shall survivesurvive such satisfaction and discharge. After any such delivery or irrevocable depositdeposit and delivery of an Officers' Certificate and Opinion of Counsel, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes Securities and this Indenture except for those surviving obligations specified above. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the United States Government Obligations deposited pursuant to this Section 8.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, (a) This Indenture shall cease to be of further effect (except that the Company may terminate its Company’s obligations under Section 6.07 hereof and the Notes Trustee’s and Paying Agent’s obligations under Sections 7.02 and 7.03 hereof shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture ifand the Securities, when: (i1) either (A) all Notes previously outstanding Securities theretofore authenticated and delivered issued (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or (AB) all outstanding Securities not theretofore delivered to the Notes mature Trustee for cancellation: (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or all of them year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving the of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of clause (i), (Bii) or (iii) above, has deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose an amount that will be sufficient to pay and discharge the entire indebtedness on the Securities for principal, premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid all other sums payable by it hereunder; and (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with, together with an Opinion of Counsel to the same effect. (b) The Company may, subject as provided herein, terminate all of its obligations under this Indenture with respect to the Securities if: (1) the Company has irrevocably deposits in trust deposited or caused to be irrevocably deposited with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments dedicated solely for to the benefit of the Holders for that purpose(i) cash in an amount sufficient, money or (ii) U.S. Government Obligations Obligations, the principal of interest on which is sufficient or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), to pay, without consideration of any the reinvestment of any interest thereonsuch amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, to pay principalthe principal of, and premium, if, if any, and interest on the Notes to maturity all Securities on each date that such principal, premium, if any, or redemption, as the case may be, interest is due and payable and to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Securities as the same shall become due; (C2) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit or, insofar as clauses (D4) and (5) of Section 5.01 hereof are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 7.01(b) and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised; (5) such deposit and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound; (6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b); (E7) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating Counsel to the satisfaction effect that after the passage of 91 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (8) if the Securities are to be redeemed, the Company shall have irrevocably instructed the Trustee to give notice of such redemption in the name, and discharge at the expense, of the Company, under arrangements satisfactory to the Trustee. In such event, this Indenture have been complied withshall cease to be of further effect (except as provided in the next succeeding paragraph). With respect to the foregoing clause (i)However, the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.143.02, 4.01, 4.026.07, 7.076.08, 7.08, 8.04, 8.05 7.01 and 8.06 7.04 hereof and the Trustee’s and Paying Agent’s obligations in Sections 7.02 and 7.03 hereof shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's ’s obligations in Section 6.07 hereof and the Trustee’s and Paying Agent’s obligations in Sections 7.07, 8.05 7.02 and 8.06 7.03 hereof shall survivesurvive such satisfaction and discharge. After any such irrevocable depositdeposit made pursuant to this Section 7.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of, premium, if any, or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Termination of Company's Obligations. Except as otherwise provided in If this Section 8.011701 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company deposits irrevocably deposits in trust with the Trustee during money and/or, to the extent such one-year periodDebt Securities are denominated and payable in Dollars only, under Eligible Instruments the terms payments of an irrevocable principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust agreement in form and substance satisfactory to with the Trustee, as trust funds solely for without investment) be sufficient to pay the benefit principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the Holders series for which such deposit was made; provided, however, that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ci) no Default or Event of Default with respect to the Notes Debt Securities of such series under Section 501(1) or Section 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on the date of such depositdate, (Dii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, and (Eiii) such termination shall not relieve the Company has delivered of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under any covenant determined pursuant to Section 301 to be subject to this Section that the Company deliver to the Trustee (i) an Opinion of Counsel to the effect that: (a) Holders of Debt Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and termination and (b) such Holders (and future Holders) will be subject to tax in the same amount, manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date such money and/or Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto; and (iii) an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of defeasance contemplated in this Indenture Section have been complied with. With respect It shall be an additional condition to the foregoing clause (i), deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 7.07 shall survive. With 301 to be subject to this Section, with respect to the foregoing clause (ii)Debt Securities of any series then listed on the New York Stock Exchange, that the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survivetermination. After any such irrevocable deposita deposit as provided herein, the Trustee shall, upon request shall Company Request, acknowledge in writing the discharge of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under the Notes and any covenant determined pursuant to Section 301 to be subject to this Indenture except for those surviving obligations specified aboveSection.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee)sufficient, without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and bound, (E) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, Counsel reasonably acceptable to the Trustee in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied withwith and (F) the Company has delivered irrevocable instructions directing the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. With respect to the foregoing clause (i), the Company's ’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's ’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in If this Section 8.011501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company deposits irrevocably deposits in trust with the Trustee during money and/or, to the extent such one-year periodDebt Securities are denominated and payable in Dollars only, under Eligible Instruments the terms payments of an irrevocable principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust agreement in form and substance satisfactory to with the Trustee, as trust funds solely for without investment) be sufficient to pay the benefit principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company’s obligations under any covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the Holders series for which such deposit was made; provided, however, that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ci) no Default or Event of Default with respect to the Notes Debt Securities of such series under Section 501(5) or 501(6) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on the date of such depositdate, (Dii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, and (Eiii) such termination shall not relieve the Company has delivered of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under any covenant determined pursuant to Section 301 to be subject to this Section that the Company deliver to the Trustee (i) an Opinion of Counsel to the effect that: (a) Holders of Debt Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and termination and (b) such Holders (and future Holders) will be subject to tax in the same amount, manner and timing as if such deposit and termination had not occurred, (ii) an Officers' ’ Certificate to the effect that under the laws in effect on the date such money and/or Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto; and (iii) an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of defeasance contemplated in this Indenture Section have been complied with. With It shall be an additional condition to the deposit of cash and/or Eligible Instruments and the termination of the Company’s obligations pursuant to the provisions of this Section under any covenant determined pursuant to Section 301 to be subject to this Section, with respect to the foregoing clause (i)Debt Securities of any series then listed, that the Company's obligations under Section 7.07 shall survive. With respect to Company deliver an Opinion of Counsel that the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 Debt Securities of such series will not be delisted as a result of such deposit and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survivetermination. After any such irrevocable deposita deposit as provided herein, the Trustee shall, upon request shall Company Request, acknowledge in writing the discharge of the Company's ’s obligations pursuant to the provisions of this Section with respect to the Debt Securities of such series under the Notes and any covenant determined pursuant to Section 301 to be subject to this Indenture except for those surviving obligations specified aboveSection.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its obligations under the Notes Securities and this Indenture if: (i) and the Guarantors' obligations under the Guarantees, except those obligations referred to in the pe- nultimate paragraph of this Section 8.1, if all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or, or if: (Aa) pursuant to Article III, the Notes mature within one year or all Company shall have given irrevocable notice of them are redemption to be called for redemption within one year under the Trustee and made arrangements satisfactory to the Trustee for the giving the of a notice of redemption, redemption to each Holder of the redemption of all of the Securities; (Bb) the Company shall have irrevocably deposits in trust deposited or caused to be deposited with the Trustee during such one-year periodor a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations Obligations") maturing as to principal, premium, if any, and interest in such amounts and at such times as are sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereonsuch interest, to pay principalprincipal of, premium, if, if any, and interest on the Notes outstanding Securities to maturity or redemption, as the case may be, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default interest with respect to the Notes shall have occurred and be continuing on the date of such deposit, Securities; and (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (Ec) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided providing for herein relating to the satisfaction termination of the Company's obligation under the Securities and discharge of this Indenture and the Guarantors' obligations under the Guarantees, have been complied with. With respect to Notwithstanding the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)paragraph, the Company's obligations in Sections 2.022.5, 2.032.6, 2.042.7, 2.052.8, 2.064.1, 2.074.2, 2.087.7, 2.097.8, 2.148.2, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.4 and 8.06 8.5 shall survive until the Notes Securities are no longer outstanding. ThereafterAfter the Securities are no longer outstanding, only the Company's obligations in Sections 7.077.7, 8.05 8.4 and 8.06 8.5 shall survive. After any such delivery or irrevocable deposit, deposit the Trustee upon request shall acknowledge in writing the discharge of the Company's and the Guarantors' obligations under the Notes Securities, the Guarantees and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, each of the Company and the Guarantors may terminate its obligations under the Notes and this Indenture if: (ia) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (Ab) the (i) all such Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Bii) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders of such Notes for that purpose, money or U.S. Government Obligations Securities sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, if any, and interest on the such Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ciii) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (Div) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, (v) if at such time the Notes are listed on a national securities exchange, the Notes will not be delisted as a result of such deposit, defeasance and discharge, and (Evi) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (ia), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (iib), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.13, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstandinghave matured or have been redeemed. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.43

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the The Company may terminate its and the Guarantors' substantive obligations under in respect of the Notes and this Indenture if: (i) Securities by delivering all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered outstanding Securities to the Trustee for cancellation and the Company has paid paying all sums payable by it hereunder; or (A) the Notes mature within one year on account of prin- cipal of and interest and Additional Interest on all Securities or all of them are to be called for redemption within one year under arrangements satisfactory otherwise. In addition to the Trustee for giving the notice of redemptionforegoing, (B) the Company irrevocably deposits may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in trust Section 6.01(7) or (8), any time on or prior to the 95th calendar day after the date of such de- posit (it being understood that this condition shall not be deemed satisfied until after such 95th day)), terminate its and the Guarantors' substantive ob- ligations in respect of the Securities (except for its obligations to pay the principal of and interest and Additional Interest, if any, on the Securities and the Guarantors' guarantee thereof) by (i) depositing with the Trustee during such one-year periodTrustee, under un- der the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purposeagreement, money or U.S. direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged ("United States Government Obligations Obligations" ) sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and reinvestment) to pay all other sums payable by it hereunderremaining indebt- edness on the Securities, (Cii) no Default or Event of Default with respect delivering to the Notes shall have occurred and be continuing on Trustee either an Opinion of Counsel or a ruling directed to the date Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such depositdeposit and termination of obligations, (Diii) such deposit delivering to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this paragraph will not result in a breach any of the Company, the Trustee or violation ofthe trust cre- ated by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, or constitute a default underas amended (the "Investment Company Act"), this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (Eiv) the Company has delivered delivering to the Trustee an Officers' Certificate and an Opinion of Counsel, in Counsel each case stating that com- pliance with all conditions precedent provided for herein relating herein. In addition, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(7) or (8), any time on or prior to the satisfaction and discharge 95th calendar day after the date of such deposit (it being understood that this Indenture have been complied with. With respect to the foregoing clause (icondition shall not be deemed satisfied until after such 95th day)), terminate all of its and the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's Guarantors' substantive obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge respect of the Company's Secu- rities (including its obligations under to pay the Notes and this Indenture except for those surviving obligations specified above.prin- 75

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory satisfac- tory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 and Article Ten (with respect to payments in respect of Senior Subordinated Obligations other than with the assets held in trust as described in clause (ii) above) shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01(a) Subject to the provisions of Sections 8.04 and 8.05 hereof, the Company may terminate its obligations under the Notes and this Indenture ifshall cease to be of further effect as to all Notes issued hereunder, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: (i1) either: (A) all Notes previously that have been authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have has theretofore been held deposited in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation; or (B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (C) in the case of subclause (1)(B) of Subsection 8.01(a), no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit; (D) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it hereunder; orand (AE) in the Notes mature within one year or all case of them are to be called for redemption within one year under arrangements satisfactory subclause (1)(B) of Subsection 8.01(a), the Company has delivered irrevocable instructions to the Trustee for giving hereunder to apply the notice deposited money toward the payment of redemptionthe Notes at maturity or the redemption date, as the case may be; and (BF) the Company irrevocably deposits in trust with has delivered to the Trustee during such one-year periodan Officers’ Certificate and an Opinion of Counsel, under the terms of an irrevocable trust agreement in form and substance satisfactory each stating that all conditions precedent herein provided for relating to the Trusteesatisfaction and discharge of this Indenture have been satisfied. (2) Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or Government Securities held by it as trust funds solely for the benefit of the Holders for that purposeprovided in this Section 8.01 which, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration are in excess of any reinvestment of any interest thereon, the amount thereof that would then be required to pay principal, premium, if, any, and interest on the Notes be deposited to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in effect a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of under this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified aboveArticle Eight.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, The Securities shall not be callable or redeemable by the Company may terminate its Company. This Indenture shall cease to be of further effect (except that the Company's obligations under Section 6.7 and the Notes Trustee's and this Indenture if: (iPaying Agent's obligations under Section 7.3 shall survive) when all Notes previously outstanding Securities theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Notes that Securities which have not been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) hereunder and under the Notes mature Securities. In addition, the Company may terminate all of its obligations under this Indenture, other than its obligations under those Sections specifically noted below, at any time within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving stated maturity of the notice of redemption, Securities if: (B1) (a) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money cash or U.S. Government Obligations (which shall not be callable or payable at the issuer's option) sufficient (in an opinion set forth in an Accountant's Certificate delivered by the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered Company to the Trustee)) to pay, without consideration of any reinvestment of any interest thereonor which at maturity will be sufficient to pay, to pay principal, premium, if, if any, and interest on the Notes Securities to and at maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default provided that the Trustee shall have been irrevocably instructed to apply such money or Event the proceeds of Default such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Notes Securities; and (b) provided such deposit shall not cause the Trustee to have a conflicting interest for purposes of the TIA, whether or not the Indenture shall then be qualified under the TIA; and (c) no Event of Default pursuant to clause (v), (vi) or (vii) of Section 5.1 or event which with notice or lapse of time would become an Event of Default pursuant to clause (v), (vi) or (vii) of Section 5.1 shall have occurred and be continuing on the date of such deposit or during the period ending 123 days after such date; and (d) the Company has delivered to the Trustee (i) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 7.1 and will be subject to Federal income tax in the same manner and at the same times as would have been the case if such option had not been exercised or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) accompanied by a ruling to that effect published by the Internal Revenue Service and (ii) an Opinion of Counsel to the effect that (x) the trust funds will not be subject to any rights of holders of Senior Indebtedness including without limitation those arising under Article 9 of this Indenture, and (y) after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (2) the Company delivers to the Trustee an Officers' Certificate stating that all of the provisions of this Section 7.1 have been complied with, and an Opinion of Counsel, reasonably satisfactory to the Trustee, to the same effect; and (3) no Default shall have occurred and be continuing on the date of such deposit. Then, (D) in such deposit will not result in a breach or violation ofevent, or constitute a default under, the obligations of the Company under this Indenture or any other agreement or instrument shall cease to which be of further effect (except as provided in this paragraph) and the Company is a party or by which it is bound and (E) Trustee, on demand of the Company has delivered to the Trustee an Officers' Certificate and an Opinion Company, shall execute proper instruments acknowledging confirmation of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to The Company may make the foregoing clause (i), the Company's obligations under Section 7.07 shall survivedeposit only if Article 9 does not prohibit such payment. With respect to the foregoing clause (ii)However, the Company's obligations in Sections 2.022.3, 2.032.4, 2.042.5, 2.052.6, 2.062.7, 2.072.13, 2.083.1, 2.093.2, 2.143.12, 4.016.7, 4.026.8, 7.077.1, 7.087.2 and 7.4 and the Trustee's and Paying Agent's obligations hereunder, 8.04including under Section 7.3, 8.05 and 8.06 shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's and the Trustee's obligations in Sections 7.07, 8.05 Section 6.7 and 8.06 the Trustee's and Paying Agent's obligations in Section 7.3 shall survive. After any such irrevocable depositdeposit made pursuant to this Section 7.1 and satisfaction of the other conditions set forth in this Section 7.1, the Trustee upon the written request signed by two Officers of the Company shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary cash.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstandingOutstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except (a) This Indenture shall cease to be of further effect with respect to the Securities of a series (except as otherwise to any surviving rights of conversion or of registration of transfer or exchange of Securities expressly provided in this for herein and except that the Company's obligations under Section 8.017.07, the Company may terminate its Trustee's and Paying Agent's obligations under Section 8.03 and the Notes rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture ifwith respect to the Securities of that series, when: (i1) either (A) all Notes previously outstanding Securities of that series theretofore authenticated and delivered issued (other than destroyed, lost or stolen Notes Securities that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereundercancellation; or (AB) all outstanding Securities of that series not theretofore delivered to the Notes mature Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year or all of them year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving the of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (Bii) or (iii) above, the Company has irrevocably deposits in trust deposited or caused to be deposited with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory as funds (immediately available to the Trustee, as Holders in the case of clause (i)) in trust funds solely for the benefit of the Holders for that purposepurpose (x) cash in an amount, money or U.S. (y) Government Obligations sufficient Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the opinion case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay and discharge the entire indebtedness on the Securities of that series for principal and any interest and any Additional Amounts to the date of that deposit (in the case of Securities which have become due and payable) or for principal, premium, if, if any, interest and interest on any Additional Amounts to the Notes to maturity Stated Maturity or redemptionRedemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, and as contemplated by Section 2.01, to pay be applicable to the Securities of that series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder, (C) no Default or Event of Default hereunder with respect to the Notes shall have occurred and be continuing on the date Securities of such deposit, that series; and (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with. With , together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may terminate certain of its obligations under this Indenture ("covenant defeasance") with respect to the foregoing clause Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of that series, (i) money in the currency in which payment of the Securities of that series is to be made in an amount, or (ii) Government Obligations with respect to that series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of that series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal of and premium (if any) and interest on and any Additional Amounts with respect to all Securities of that series on each date that such principal, premium (if any), interest or Additional Amounts are due and payable and (at the Stated Maturity thereof or on redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply that money and/or the proceeds of those Government Obligations to the payment of said principal, premium (if any), interest and Additional Amounts with respect to the Securities of that series as the same shall become due; (2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of that deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee or a tax ruling to the effect that the Holders of Securities of that series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's obligations exercise of its option under this Section 7.07 shall survive. With respect 8.01(b) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if that option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the foregoing clause discharge of Securities of that series pursuant to this Section 8.01; and (ii6) that deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA (S) 310(b). In that event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 5.01, 7.07, 7.08, 7.08 and 8.04, 8.05 the Trustee's and 8.06 Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until the Notes all Securities of that series are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 Section 7.07 and 8.06 the Trustee's and Paying Agent's obligations in Section 8.03 shall survivesurvive with respect to Securities of that series. After any such making the irrevocable depositdeposit pursuant to this Section 8.01(b) and following satisfaction of the other conditions set forth herein, the Trustee upon on request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture with respect to the Securities of that series, except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on or any Additional Amounts with respect to the Securities, the Government Obligations shall be payable as to principal or interest on or before that payment date in such amounts as will provide the necessary money. Any such Government Obligations shall not be callable at the issuer's option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, This Agreement shall cease to be of further effect (except that the Company may terminate its Company’s obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.08 and 7.09 shall survive until the Notes and this Indenture if: (iare no longer outstanding) when all outstanding Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation full and the Company has paid all sums payable by it the Company hereunder; or. In addition, the Company may terminate all of its obligations under this Agreement if: (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Ba) the Company irrevocably deposits in trust with the Trustee during such one-year periodCollateral Agent or at the option of the Collateral Agent, with a Collateral Agent reasonably satisfactory to the Collateral Agent and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purposeCollateral Agent, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, principal and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that (Ci) the Collateral Agent of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Collateral Agent and (ii) the Collateral Agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Notes; (b) the Company delivers to the Collateral Agent an Officer's Certificate stating that all conditions precedent to satisfaction and discharge of this Agreement have been complied with; and (c) no Event of Default or event (including such deposit) which, with notice or lapse of time, or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under. Then, this Indenture or any other agreement or instrument Agreement shall cease to which the Company is a party or by which it is bound and be of further effect (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, except as provided in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (iparagraph), and the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii)Collateral Agent, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge on demand of the Company's obligations , shall execute proper instruments acknowledging confirmation of and discharge under the Notes and this Indenture except for those surviving obligations specified aboveAgreement.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, if any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.05, 8.06 and 8.06 Article Ten (with respect to payments in respect of Senior Subordinated Obligations other than with the assets held in trust as described in the foregoing clause (ii)) shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except (a) This Indenture shall be discharged and shall cease to be of further effect (except as otherwise provided in this Section 8.01, the Company may terminate its obligations under to surviving rights of registration of transfer or exchange and replacement of the Notes and the maintenance of an office or agency for payments, as expressly provided for in this Indenture if: Indenture) as to all outstanding Notes when (i) either (a) all the Notes previously theretofore authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that which have been replaced or Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have has theretofore been deposited in trust or segregated and held in trust by Lennar and thereafter repaid to the Company, as provided in Section 8.05Lennar or discharged -72- 79 from such trust) have been delivered to the Trustee for cancellation and the Company has paid or (b) all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory not theretofore delivered to the Trustee for giving the notice of redemption, (B) the Company cancellation have become due and payable and Lennar has irrevocably deposits in trust deposited or caused to be deposited with the Trustee during funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation to the date of deposit together with irrevocable instructions from Lennar directing the Trustee to apply such one-year periodfunds to the payment thereof; (ii) Lennar has paid all other sums payable under this Indenture by Lennar; and (iii) Lennar has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. (b) Lennar may, under at its option and at any time, elect to have its obligations and the terms corresponding obligations of the Guarantors discharged with respect to the outstanding Notes ("Legal Defeasance"). As a result of such Legal Defeasance, Lennar shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, except for (i) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due, (ii) Lennar's obligations with respect to the Notes concerning issuing temporary Notes, registration, transfer and exchange of Notes, replacement of mutilated, destroyed, lost or stolen Notes and the maintenance of an irrevocable trust agreement office or agency for payments, (iii) the rights, powers, trust, duties and immunities of the Trustee and Lennar's obligations in form connection therewith and substance satisfactory (iv) the Legal Defeasance provisions of this Section 8.1. (c) In addition, Lennar may, at its option and at any time, elect to have the obligations of Lennar and the corresponding obligations of the Guarantors released with respect to Sections 4.10 through 4.18 and Article V ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event of Covenant Defeasance, those events described under Section 6.1 (except those events described in Section 6.1(1), (2), (7) and (8)) will no longer constitute an Event of Default with respect to the Notes. (d) In order to exercise either Legal Defeasance or Covenant Defeasance: (1) Lennar must irrevocably deposit with the Trustee, as trust funds solely in trust, for the benefit of the Holders for that purposeholders of the Notes, money or U.S. Legal Tender, U.S. Government Obligations sufficient (Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereonaccountants, to pay principal, premium, if, anythe principal of, and interest on on, the outstanding Notes to maturity or prior redemption, as ; (2) in the case may beof Legal Defeasance, Lennar shall have delivered to the Trustee an Opinion of Counsel stating that (i) Lennar has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon, such Opinion of Counsel shall confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to pay all other sums payable by it hereunderfederal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (C3) in the case of Covenant Defeasance, Lennar shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit (after giving effect thereto) or, in connection with a Legal Defeasance, insofar as clauses (7) and (8) under Section 6.1 are concerned, at any time in the period ending the 91st day after the date of deposit, ; (D5) such deposit will Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or under any other material agreement or instrument to which the Company Lennar or any of its Subsidiaries is a party or by which it Lennar or any of its Subsidiaries is bound and bound; (E6) Lennar shall have delivered to the Company has Trustee an Officers' Certificate stating that the deposit was not made by Lennar with the intent of preferring the holders of Notes over the other creditors of Lennar with the intent of defeating, hindering, delaying or defrauding creditors of Lennar or others; and (7) Lennar shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to either the satisfaction and discharge of this Indenture Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) all Notes not previously delivered to the Notes mature Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year or all of them are to be called for redemption within one year under upon arrangements reasonably satisfactory to the Trustee for the giving the of notice of redemption, (B) and the Company irrevocably deposits in trust has deposited or caused to be deposited with the Trustee during funds in trust for such one-year period, under purpose in an amount sufficient to pay and discharge the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof entire Indebtedness on such Notes not previously delivered to the Trustee)Trustee for cancellation, without consideration of any reinvestment of any interest thereon, to pay principal, for principal (and premium, ifif any, anyon), and interest on the Notes to maturity the date of such deposit (in the case of Notes that have become due and payable) or redemptionto the Stated Maturity or Redemption Date, as the case may be, and to pay all other sums payable by it hereunder, (CB) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (DC) the Company shall have delivered an Officers' Certificate stating that such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (ED) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that the Company has complied with all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied withIndenture. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.11, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this (a) This Indenture shall cease to be of further effect (subject to Section 8.01, the Company may terminate its obligations under the 8.05) when all outstanding Notes and this Indenture if: (i) all Notes previously theretofore authenticated and issued hereunder have been delivered (other than any Notes which shall have been destroyed, lost or stolen Notes that and which shall have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.052.07) have been delivered to the Trustee for cancellation and the Company has or the Subsidiary Guarantors have paid all sums payable by it hereunder; orhereunder and under the Notes. (Ab) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory In addition to the Trustee for giving provisions of Section 8.01(a), at the notice of redemptionCompany's option, either (Bi) the Company and all Subsidiary Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Notes and the provisions of this Indenture (subject to Section 8.05) on the 91st day after the applicable conditions set forth below have been satisfied or (ii) the Company and all Subsidiary Guarantors shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.02, 4.03, 4.05 through 4.16 and 5.01 and Articles Ten and Eleven with respect to the Notes at any time after the applicable conditions set forth below have been satisfied: (1) the Company or any Subsidiary Guarantor shall have deposited or caused to be deposited irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely for to, the benefit of the Holders for that purpose, money (i) U.S. Legal Tender or (ii) U.S. Government Obligations sufficient Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without any reinvestment of such interest or principal), not later than one day before the due date of any payment, U.S. Legal Tender or (iii) a combination of (i) and (ii), in an amount sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration Trustee at or prior to the time of any reinvestment of any interest thereonsuch deposit, to pay principaland discharge each installment of principal of, premium, if, if any, and interest on the outstanding Notes on the dates such installments are due; (2) the Company shall have delivered to the Trustee an Officers' Certificate certifying as to whether the Notes are then listed on a national securities exchange; (3) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Officers' Certificate to the effect that the Company's exercise of its option under this Section 8.01 would not cause the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, be delisted; (C4) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company or a Subsidiary Guarantor is a party or by which it any of them is bound and bound, as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee concurrently with such deposit; (E5) the Company has shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.01 and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, and, in the case of the Notes being discharged, accompanied by a ruling to that effect received from or published by the Internal Revenue Service (it being understood that (A) such Opinion of Counsel shall also state that such ruling is consistent with the conclusions reached in such Opinion of Counsel and (B) the Trustee shall be under no obligation to investigate the basis of correctness of such ruling); (6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's exercise of its option under this Section 8.01 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds hereunder becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended; (7) the Company or any Subsidiary Guarantor shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07; and (8) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein in this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, 8.01 the Company may terminate its obligations under the Notes Securities and this Indenture Indenture, and the obligations of each Guarantor shall terminate, if: (ia) all Notes Securities previously authenticated and delivered (other than destroyed, lost or stolen Notes that Securities which have been replaced or Notes that Securities which are paid pursuant to Section 4.01 or Notes Securities for whose payment money or securities have has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.058.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A1) the Notes Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, ; and (B2) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations Securities (as defined in clause (c)(1) below) sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereonsuch interest, to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder; or (1) the Company has irrevocably deposited or caused to be deposited with the Trustee or Paying Agent and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money or direct non-callable obligations of, or non-callable obligations guarantied by, the United States of America for the payment of which guaranty or obligation the full faith and credit of the United States is pledged (C"Government Securities") maturing as to principal and interest in such amounts and at such times as are sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Securities to redemption or maturity, provided that the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such Government Securities to the payment of said principal, premium, if any, and interest with respect to the Securities; (2) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, ; (D3) such deposit the Company shall have delivered to the Trustee either (A) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gains or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 8.01(c) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised or (B) an Opinion of Counsel to the same effect as the ruling described in clause (A) accompanied by a breach or violation ofruling to that effect published by the Internal Revenue Service, or constitute unless there has been a default under, change in the applicable Federal income tax law since the date of this Indenture or any other agreement or instrument to which such that a ruling from the Internal Revenue Service is no longer required; (4) the Company is a party has paid or caused to be paid all sums then payable by which it is bound the Company hereunder and under the Securities; and (E5) the Company has delivered to the Trustee an OfficersOfficers ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to Notwithstanding the foregoing clause (ic), prior to the end of the passage of 90 days following the deposit of trust funds, none of the Company's obligations under Section 7.07 this Indenture shall survivebe discharged. With respect to the foregoing clause (iib), and subsequent to the end of such 90-day period with respect to the foregoing clause (c), the Company's obligations and, to the extent applicable, each Guarantor's obligations, in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.142.11, 4.01, 4.024.02,7.06, 7.07, 7.08, 8.03 and 8.04, 8.05 the initial Guaranty by Group, the Company Pledge Agreement, and, after the date on which the Additional Guaranties and 8.06 Pledges are granted and for so long as the Securities are guarantied and secured thereunder, any Subsidiary Pledge Agreement, the Group Exchange Guaranty, and any Subsidiary Guaranty shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's obligations and, to the extent applicable, Group's obligations, in Sections 7.077.06, 8.05 8.03 and 8.06 8.04 shall survive. After any such irrevocable depositIf and when a ruling from the Internal Revenue Service or Opinion of Counsel referred to in clause (3) above is able to be provided specifically without regard to, and not in reliance upon, the Trustee upon request shall acknowledge in writing the discharge continuance of the Company's obligations under Section 4.01, then the Notes Company's and each Guarantor's (to the extent applicable) obligations under such Section 4.01 and Section 10.01, the Company Pledge Agreement and, after the date on which the Additional Guaranties and Pledges are granted and not previously released, any Subsidiary Pledge Agreement, the Group Exchange Guaranty, and any Subsidiary Guaranty shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture except for those surviving obligations specified aboveIndenture.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture of any series if: (i) all Notes of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes of such series that are paid pursuant to Section 4.01 or the Notes of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (ii) (A) the Notes of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes of such series to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes of such series shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survivesurvive with respect to such Notes. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 with respect to such Notes shall survive until the such Notes are no longer outstanding. Thereafter, only the Company's obligations with respect to such Notes in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes of such series and this Indenture with respect to such Notes except for those surviving obligations specified above.

Termination of Company's Obligations. Except as otherwise provided in this (a) This Indenture shall cease to be of further effect (except that the Company’s obligations to pay compensation under Section 8.017.7(a) through the date of termination, the Company may terminate and for indemnification under Section 7.7(b) and its obligations under Section 8.4, and the Notes Company’s, Trustee’s and this Indenture if: (iPaying Agent’s obligations under Section 8.3 shall survive) when, without violating Article X hereof, all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that outstanding Securities have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation full and the Company has paid all sums payable by it the Company hereunder; or. In addition, the Company may terminate all of its obligations under this Indenture if, without violating Article X hereof: (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (Bi) the Company irrevocably deposits in trust with the Trustee during such one-year periodor, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of as certified by a nationally recognized firm of reputable independent public accountants expressed in a written certification thereof delivered to accountant designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, premium, if, any, principal and interest on the Notes Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that (CA) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Securities; (ii) the Company delivers to the Trustee an Officers’ Certificateand an opinion of counsel stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with; and (iii) no Default or Event of Default with respect to the Notes Securities shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under. Then, this Indenture or any other agreement or instrument shall cease to which be of further effect (except as provided in this paragraph), and the Company is a party or by which it is bound and (E) Trustee, on demand of the Company has delivered to the Trustee an Officers' Certificate and an Opinion Company, shall execute proper instruments acknowledging confirmation of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of under this Indenture have been complied withIndenture. With respect to The Company may make the foregoing clause (i)deposit only if Article X hereof does not prohibit such payment. However, the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's ’s obligations in Sections 2.022.3, 2.032.4, 2.042.5, 2.052.6, 2.062.7, 2.074.2, 2.087.7(c), 2.097.8, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 8.3 and 8.06 8.4 and the Trustee’s and Paying Agent’s obligations in Section 8.3 shall survive until the Notes Securities are no longer outstanding. Thereafter, only the Company's ’s obligations to pay compensation under Section 7.7(a) through the date of termination, and for indemnification under Section 7.7(b), its obligations under Section 8.4 and the Company’s, Trustee’s and Paying Agent’s obligations in Sections 7.07, 8.05 and 8.06 Section 8.3 shall survive. . (b) After any such irrevocable depositdeposit made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein, the Trustee upon written request shall acknowledge in writing the discharge of the Company's ’s obligations under the Notes and this Indenture except for those surviving obligations specified above. (c) In order to have money available on a payment date to pay principal or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.'s

Termination of Company's Obligations. Except as otherwise provided in If this Section 8.011501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company deposits irrevocably deposits in trust with the Trustee during money and/or, to the extent such one-year periodDebt Securities are denominated and payable in Dollars only, under Eligible Instruments the terms payments of an irrevocable principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust agreement in form and substance satisfactory to with the Trustee, as trust funds solely for without investment) be sufficient to pay the benefit principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section shall terminate with respect to the Debt Securities of the Holders series for which such deposit was made: provided, however, that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (Ci) no Default or Event of Default with respect to the Notes Debt Securities of such series under Section 501(6) or 501(7) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on the date of such depositdate, (Dii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, and (Eiii) such termination shall not relieve the Company has delivered of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited. It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations pursuant to the provisions of this Section with respect to the Debt Securities of any series under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section that the Company deliver to the Trustee (i) an Opinion of Counsel to the effect that: (a) Holders of Debt Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and termination and (b) such Holders (and future Holders) will be subject to tax in the same amount, manner and timing as if such deposit and termination had not occurred, (ii) an Officers' Certificate to the effect that under the laws in effect on the date such money and/or Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto: and (iii) an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of defeasance contemplated in this Indenture Section have been complied with. With respect It shall be an additional condition to the foregoing clause (i), deposit of cash and/or Eligible instruments and the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge termination of the Company's obligations pursuant to the provisions of this Section under Section 1005 and any other covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Notes Debt Securities of any series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and this Indenture except for those surviving obligations specified abovetermination.

Termination of Company's Obligations. Except as otherwise provided in this This Indenture shall cease to be of further effect (except that Section 8.017.7, the Company may terminate its obligations under the 8.3 and 8.4 shall survive) when all outstanding Notes and this Indenture if: (i) all Notes previously theretofore authenticated and issued have been delivered (other than (i) destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or and (ii) Notes for whose payment money or securities have has theretofore been held deposited in trust and thereafter repaid to the Company, as provided in Company pursuant to Section 8.058.3(b) have been delivered hereof) to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or the Company hereunder have been paid. In addition, the Company may (A) if applicable, be discharged from any and all Obligations in respect of the Notes mature within one year Notes, other than the obligation to duly and punctually pay the principal of, and premium, if any, and interest on the Notes, in accordance herewith, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) if applicable, omit to comply with restrictive covenants, and such omission will not be deemed to be an Event of Default if: 58 60 (1) with respect to clauses (A) and (B), the Company irrevocably deposits in trust with the Trustee during such one-year periodor at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of as certified by a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to designated by the Trustee), without consideration of any reinvestment of any interest thereon, Company) to pay principal, principal and interest and premium, if, if any, and interest on the Notes to maturity or redemptionredemption and each installment of interest, if any, on the due dates thereof on the Notes, as the case may be, and to pay all other sums payable by it hereunder, and with respect to clause (CB) no Default or Event the Obligations under this Indenture other than with respect to such covenants and Events of Default which will remain in full force and effect, provided that (i) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.Notes;

Termination of Company's Obligations. Except This Indenture will be discharged and will cease to be of further effect (except as otherwise to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Section 8.01, the Company may terminate its obligations under the Indenture) as to all outstanding Notes and this Indenture if: when: (i1) either (A) all Notes previously theretofore authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that which have been replaced or Notes that are paid pursuant to Section 4.01 or and Notes for whose payment money or securities have has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05Company or discharged from such trust) have been delivered to the Trustee for cancellation or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable or have been called for redemption in accordance with this Indenture and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (or to the date of redemption in the case of the Notes being called for redemption) together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid all other sums payable under this Indenture by it hereunderthe Company; or and (A3) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, and satisfied all of their obligations with respect to the Notes, except for giving (1) the notice rights of redemptionHolders to receive payments from a trust established by the Company in respect of the principal of, premium, if any, and interest on the Notes when such payments are due, (B2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments, (3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith, and (4) the Legal Defeasance provisions of this Article Eight. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants contained in Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.10 through 4.20 and Article Five (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event of Covenant Defeasance, those events described under Section 6.01 (except those events described in Section 6.01(1), (2), (6) and (7)) will no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) the Company must irrevocably deposits in trust deposit with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely in trust, for the benefit of the Holders for that purposecash in U.S. dollars, money non-callable U.S. government obligations, or U.S. Government Obligations sufficient (a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereonaccountants, to pay principalthe principal of, premium, if, if any, and interest on the Notes to maturity on the stated date for payment thereof or redemptionon the applicable Redemption Date, as the case may be; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to pay all other sums payable by it hereunderU.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (C3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) (A) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or (B) in the case of Legal Defeasance, no Defaults or Events of Default under Section 6.01(6) or (7) shall have occurred, at any time in the period ending on the 123rd day after the date of deposit, ; (D5) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit will Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any other material agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which it the Company or any of its Restricted Subsidiaries is bound and bound; (E6) the Company has shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein or relating to the satisfaction and discharge of this Indenture Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. With respect ; and (8) the Company shall have delivered to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect Trustee an Opinion of Counsel to the foregoing clause (ii)effect that creation of the defeasance trust does not violate the Investment Company Act of 1940, as amended, and, assuming that no Holder is an “insider” as that term is defined in the Company's obligations in Sections 2.02United States Bankruptcy Code, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until after the Notes are no longer outstanding. Thereafter, only passage of 123 days following the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing trust fund will not be subject to the discharge effect of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the Company's obligations under the Notes New York Debtor and this Indenture except for those surviving obligations specified aboveCreditor Law.

Termination of Company's Obligations. Except as otherwise provided in this Section 8.01, This Indenture shall cease to be of further effect (except that the Company may terminate its Company's obligations under the Notes Section 7.7 and this Indenture if: (i8.3 shall survive) when all Notes previously outstanding Debentures theretofore authenticated and delivered issued (other than destroyed, lost or stolen Notes that Debentures which have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) . In addition, the Notes mature Company shall be discharged from all of its obligations under Section 2.13 and Sections 4.3 through 4.9 while the Debentures remain outstanding if all outstanding Debentures will become due and payable at their scheduled maturity within one year or all of them are to be called for redemption within one year under arrangements satisfactory to and the Trustee for giving the notice of redemption, following conditions have been satisfied: (Ba) the Company has deposited, or caused to be deposited, irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds specifically pledged as security for, and dedicated solely for the benefit of the Holders for that for, such purpose, (i) money or in an amount, (ii) non-callable U.S. Government Obligations which through the payment of Principal and interest in accordance with their terms (without the reinvestment of such interest or Principal) will provide not later than one day before the due date of any payment money in an amount, or (iii) a combination thereof, sufficient with respect to clauses (ii) and (iii) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration Trustee at or prior to the time of any reinvestment of any interest thereonsuch deposit, to pay principal, premium, if, any, the Principal and discharge each installment of interest on the Notes to maturity or redemptionoutstanding Debentures, as the case may be, and to pay together with all other sums amounts payable by it hereunder, the Company under this Indenture. (Cb) no Default or Event of Default with respect to the Notes shall have Debentures has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit or at any time during the period ending on the 91st day after the date of such deposit, as evidenced to the Trustee by an Officer's Certificate delivered to the Trustee concurrently with such deposit. (Dc) such deposit will defeasance does not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound bound, and is not prohibited by Article 11, as evidenced to the Trustee by an Officers' Certificate delivered to the Trustee concurrently with such deposit. (Ed) the Company has delivered to the Trustee a private Internal Revenue Service ruling or an opinion of counsel that Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner, and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred. (e) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the deposit shall not result in the Company, the Trustee or the trust being deemed to be an "investment company" under the Investment Company Act of 1940, as amended. (f) 91 days pass after the deposit is made and during such 91 day period no event of Default specified in Section 6.1(e) or (f) shall occur and be continuing at the end of such period. (g) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this such provisions of the Indenture have been complied with. With respect to Notwithstanding the foregoing clause (i)foregoing, the Company's obligations under Section 7.07 to pay Principal and interest on the Debentures shall survive. With respect continue until the Internal Revenue Service ruling or Opinion of Counsel referred to the foregoing in clause (ii), d) above is provided. If the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any Company exercises such irrevocable deposit, the Trustee upon request shall acknowledge in writing the option to discharge such provisions of the Company's obligations under Indenture, payment of the Notes and this Indenture except for those surviving obligations Debentures may not be accelerated because of an event of default specified above.in