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

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv), 6.1(v), 6.1(vi), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv6.1(4), 6.1(v6.1(5), 6.1(vi6.1(6), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company Issuers irrevocably deposits deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, then this Indenture shall, subject to Section Sections 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuers accompanied by an Officers' , Certificate and an Opinion opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuers. (b) Subject to Sections 8.1(c) and 8.2, the Company Issuers at any time may terminate (i) all its their obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its their obligations under Sections 4.2 through 4.154.2, 5.1(iii) 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13 and 5.1(iv) 4.16 and the operation of Sections 6.1(iv6.1(4), 6.1(v6.1(6), 6.1(vi6.1(7), 6.1(8), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06) for cancellation cancellation, or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.06), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") ), or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.1(iv) 4.15 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) and the limitations contained in clause (e) of Sections 5.01 and 5.02 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds money sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon, if any, (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, 2.07) and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that as to the satisfaction of all conditions precedent specified herein relating to the such satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.01(c), 8.02 and 8.28.06, the Company may at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance optiondefeasance") ), or (ii) its obligations under Sections 4.2 4.03, 4.04, 4.06, 4.08 through 4.154.17, 5.1(iii) and 5.1(iv) inclusive, and the operation of Sections 6.1(ivSection 6.01(3), 6.1(v6.01(4), 6.1(vi6.01(5), 6.16.01(6), 6.01(7) (with respect only to Significant Subsidiaries) and 6.01(8) and the limitations contained in Section 5.01(3) and (4) ("covenant defeasance"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company Issuer delivers to the Trustee all outstanding Outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, 2.07) and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyObligations, then this Indenture shall, subject to Section 8.1(c)Sections 6.01(c) and 6.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer (accompanied by an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent specified herein relating to the such satisfaction and discharge of have been met pursuant to this Indenture have been complied withand applicable law) and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 8.1(c) 6.01(c), 6.02, 6.06 and 8.27.07, the Company Issuer at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations with respect to the Securities under Sections 4.2 4.01, 4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.14 (with respect to clauses (a), (c), (d)(ii) through (d)(iv), and (e) through (h)), 4.15, 5.1(iii) 4.20, 4.21, 4.22 and 5.1(iv) 4.23 and Article Nine and the operation of Sections 6.1(iv5.01(3), 6.1(v5.01(4), 6.1(vi5.01(5) (with respect to those provisions of Article Four cited in this clause (ii)), 6.15.01(6), 5.01(7) (with respect to any Subsidiary), 5.01(8) (with respect to any Subsidiary), 5.01(10), 5.01(11) and 5.01(12) ("covenant defeasance option"). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 5.01(3), 5.01(4), 5.01(5) (with respect to those provisions of Article Four cited in clause (ii) above), 5.01(6), 5.01(7) (with respect to any Subsidiary), 5.01(8) (with respect to any Subsidiary), 5.01(10), 5.01(11) or 5.01(12) or because of the failure of the Issuer to comply with Article Nine. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates and prior to the Permitted Merger Date shall, at the expense of the Issuer, execute such documents prepared by the Issuer causing the Liens created by the Security Documents and this Indenture to be released. (c) Notwithstanding clauses (a) and (b) above, the Issuer's obligations in Sections 2.06, 2.07, 2.09, 4.10, 4.11, 4.12, 4.13, 4.14 (with respect to clauses (b) and (d)(i)), 4.17, 4.18, 6.04, 6.05, 6.06, 7.07 and 7.08 shall survive until the Securities have been paid in full. Thereafter, the Issuer's obligations in Sections 6.04, 6.05 and 7.07 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.. 74 68 (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.153.2, 5.1(iii) 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, and 5.1(iv4.1(iii) and the operation Company may omit to comply with and shall have no liability in respect of Sections 6.1(ivany 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(3) and 6.1(4) ("covenant defeasance option"), 6.1(vbut except as specified above, the remainder of this Indenture and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may, by written notice to the Trustee prior to the delivery of the Opinion of Counsel referred to in Section 8.2(8), 6.1(vi), 6.1elect to have any Subsidiary Guarantees in effect at such time terminate.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.08) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.12 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in Sections 5.01(3) and (4) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company to comply with Section 5.01(3) or (4). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest EXHIBIT 4.1 thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.72.07), including interest thereon together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or such redemption dateredemption, as the case may be, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 5.1(iv) 4.11 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.01(a)(iii) and (iv) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(iii) or (iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. 71 EXHIBIT 4.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.6) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof XIII and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.6), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c9.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c9.1(c) and 8.29.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 3.5, 3.7 through 4.153.18, 5.1(iii8.1(iii) and 5.1(iv8.1(iv) and the operation of Sections 6.1(iv4.1(d), 6.1(v4.1(e), 6.1(vi4.1(f), 6.14.1(g) (but only with respect to a Material Subsidiary), 4.1(h) (but only with respect to a Material Subsidiary) and 4.1(i) ("covenant defeasance option"); provided, however, no deposit under this Article IX shall be effective to terminate the obligations of the Company under the Securities or this Indenture prior to 123 days following any such deposit. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 4.1(d), (e), (f), (g) (but only with respect to a Material Subsidiary), 4.1(h) (but only with respect to a Material Subsidiary) and 4.1(i) or because of the failure of the Company to comply with Section 8.1(iii) and Section 8.1 (iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding the provisions of Sections 9.1(a) and (b), the Company's obligations in Article II, Sections 5.6, 5.9, 9.4, 9.5 and 9.6 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 5.6, 9.4 and 9.5 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of Securities, the Subsidiary Guarantors under the Subsidiary Guarantee Guaranties and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.13 and the operation of Sections 6.1(iv5.01, 6.01(3), 6.1(v6.01(4), 6.1(vi6.01(5), 6.16.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) (“covenant defeasance option”), and the Securities will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities will not be deemed outstanding for accounting purposes). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities and the Guarantees may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7) and 6.01(8) (but, in the case of such sections, with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all of its obligations with respect to its Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or U.S. Government Obligations sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Upon such event, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyCompany stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfied. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.1(iv) 4.15 and the operation of Sections 6.1(iv6.01(d), 6.1(v6.01(f), 6.1(vi6.01(g), 6.16.01(h), 6.01(i) and 6.01(k) (but, in the case of Section 6.01(g) and (h), with respect to Guarantors and Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(d), 6.01(f), 6.01(g), 6.01(h), 6.01(i) and 6.01(k) but, in the case of Sections 6.01(g) and (h), with respect only to Guarantors and Significant Subsidiaries, or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to its Security Guarantee, the Company and each Subsidiary will be released from all of their obligations under the Security Documents and the Collateral will be released by the Trustee and the Collateral Agent. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.9), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section Sections 8.1(c)) and 8.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) ), 8.2 and 8.28.6, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15(to the extent that the failure to comply with Section 4.2 shall not violate the TIA), 5.1(iii4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.12, 4.13, 4.14, 4.21 and 4.22, Article 5 and the related operation of Sections 6.1(3), (4) and 5.1(iv(5) and the operation with respect to Restricted Subsidiaries of Sections 6.1(iv6.1(6), 6.1(v(7), 6.1(vi(8) and (9) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.1(3), 6.1(4) or (5) or an Event of Default with respect to a Restricted Subsidiary specified in Sections 6.1(b), (7), (8) or (9). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b), the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.9, 7.7, 7.8, 8.4, 8.5 and 8.6 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.7, 8.4, 8.5 and 8.6 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the 63 57 Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv6.1(4), 6.1(v6.1(5), 6.1(vi6.1(6), 6.1(7) (but only with respect to a Significant Subsidiary), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company AK Steel delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.7 hereof) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption pursuant to Article III hereof redemption, and the Company AK Steel irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption redemption, as the case may be, all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.7 hereof), including interest thereon to maturity or such redemption date, and if in either case the Company AK Steel pays all other sums payable hereunder by the CompanyAK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1(c)8.1 and Section 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (AK Steel accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyAK Steel. (b) Subject to subsection (c) of this Section 8.1 and Sections 8.1(c) 8.2 and 8.28.6 hereof, the Company AK Steel at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 4.3, 4.5 through 4.154.14, 5.1(iii) and 5.1(iv) 4.17 hereof and the operation of subsections (e) (with respect to Sections 6.1(iv), 6.1(v), 6.1(vi), 6.14.3 and 4.5 through 4.13 only) and

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06) for cancellation cancellation, or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.06), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") ), or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.1(iv) 4.15 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) and the limitations contained in clause (e) of Sections 5.01 and 5.02 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Issuer or the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by the Companyhereunder, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer or the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer or the Company, as the case may be. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company Issuer at any time may terminate (i) all its obligations under the Securities and this Indenture and all the obligations of the Subsidiary Guarantors Company under the Subsidiary Company Guarantee and this Indenture ("legal defeasance optionLEGAL DEFEASANCE OPTION") or (ii) its the respective obligations of the Issuer and the Company under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.13, 4.14, 4.15 and 5.1(iv) and 4.16 the operation of Sections 6.1(iv6.01(d) (to the extent relating to such other Sections), 6.1(v6.01(e), 6.1(vi6.01(f), 6.16.01(g), 6.01(h), 6.01(i) and 6.01(j) (but, in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries other than the Issuer), the obligations under Sections 5.01(f), 5.01(g), 5.02(g) and 5.02(h) and the related operation of Section 6.01(c) ("COVENANT DEFEASANCE OPTION"). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(c) and 6.01(d) (with respect to the provisions of Articles 4 and 5 referred to in the immediately preceding paragraph) and Sections 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i) and 6.01(j) (but, in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries other than the Issuer). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer's and the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 4.17, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Issuer's and the Company's obligations in Sections 4.17, 7.07 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due shall be sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including premium (if any) and interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.72.07), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.01(c), 8.02 and 8.28.06, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, 4.14, 5.01(iii) and 5.1(iv5.01(iv) and the operation of Sections 6.1(ivSection 6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7) (with respect to Subsidiaries of the Company only), 6.16.01(8) (with respect to Subsidiaries of the Company only), 6.01(9) and 6.01(10) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7) (with respect to Subsidiaries of the Company only), 6.01(8) (with respect to Subsidiaries of the Company only), 6.01(9) and 6.01(10) or because of the failure of the Company to comply with Sections 5.01(iii) and 5.01(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Issuer or the Company delivers to the Trustee all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 and the Issuer or the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon permissible redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Notes, including interest thereon to maturity or such redemption date(other than Notes replaced pursuant Section 2.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by with respect to the CompanyNotes, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture upon satisfaction of the conditions set for in clause (i) or (ii) above on demand of the Company (accompanied by an Officers' Officer's Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyCounsel. (b) Subject to Sections 8.1(c) 8.01(c), 8.02 and 8.28.06, the Issuer or the Company at any time may terminate (i) all its of the Issuer's and the Company's obligations under the Securities Notes and under this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture with respect thereto ("legal defeasance option") or (ii) its the Issuer's and the Company's obligations under Sections 4.2 through 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii4.16, 4.17, 4.18 and 4.19 and the operation of Sections 6.01(d) and 5.1(iv6.01(f) (to the extent the Event of Default under Sections 6.01(d) or 6.01(f) arises from a Default under a Section otherwise subject to covenant defeasance) and the operation of Sections 6.1(iv6.01(g), 6.1(v6.01(h) with respect to Significant Subsidiaries, 6.01(i), 6.1(vi6.01(j), 6.16.01(k), and Section 5.01 (iii) and (iv) ("covenant defeasance option"). The Issuer or the Company may exercise the legal defeasance option notwithstanding the prior exercise of the covenant defeasance option. If the Issuer or the Company exercises the legal defeasance option, payment of Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises the covenant defeasance option, payment of such Notes may not be accelerated because of an Event of Default specified in Section 6.01(d), Section 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or (f) arises from a Default under a Section otherwise subject to covenant defeasance), 6.01(g), 6.01(h) with respect only to Significant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.,01(k), or because of a failure to comply with clauses (iii) or (iv) of Section 5.01, except, in each case, to the extent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon request of the Issuer or the Company, the Trustee shall acknowledge in writing the discharge of those obligations with respect to the Notes that the Issuer or the Company terminated. (c) Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.20(c), 7.07, 7.08, 8.03, 8.04, 8.05 and 8.06 shall survive until such Notes have been paid in full. Thereafter the Issuer's and the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Subject to Section 8.01(c), if the Issuer or the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities, the Company will be released from all its obligations with respect to the Guarantee and the Security Documents.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent specified herein provided for relating to the satisfaction and discharge of this Indenture have been complied with) , and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii4.16, 5.01(a)(v) and 5.1(iv(vi) and 5.02 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv), 6.1(v), 6.1(vi), 6.172 64

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 5.1(iv) 4.14 and the operation of Sections 6.1(iv6.01(e), 6.1(v6.01(f), 6.1(vi6.01(g), 6.16.01(h), 6.01(i) and 6.01(j) (but, in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(5) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(d) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) (with respect only to Significant Subsidiaries in the case of Sections 6.01(f) and 6.01(g)) or because of the failure of the Company to comply with the limitations contained in Section 5.01(a)(5). If the Company exercises its legal defeasance option or its covenant defeasance option, the Second Priority Lien, as it pertains to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07 and 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.1(iv) 4.15 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) and the limitations contained in clauses (d) of Section 5.01 and Section 5.02 (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Officer's Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15(subject to any requirement of the TIA), 5.1(iii) and 5.1(iv4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.11, 4.12, 4.13, 4.14, 5.1 (iii) and the operation of Sections 6.1(iv6.1(4), 6.1(v), 6.1(vi6.1(6), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii2) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company Issuer irrevocably deposits with the Trustee funds sufficient suffi cient to pay at maturity or upon redemption all outstanding Securities Securities, including interest and Liquidated Damages (if any) thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.72.07), including interest thereon to maturity or such redemption date, and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company Issuer at any time may terminate (i1) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.03, 5.1(iii) 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 5.1(iv) 4.14 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(5) (with respect to breaches of Article IV), 6.1(vi6.01(6), 6.16.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(8) and (9), with respect only to Significant Subsidiaries) and the limitations contained in clause (4) of paragraph (a) of Section 5.01 ("covenant defeasance option"). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(5) (with respect to breaches of Article IV), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the case of Sections 6.01(8) and (9), with respect only to Significant Subsidiaries) or because of the failure of the Issuer to comply with clause (4) of paragraph (a) of Section 5.01.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.12 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and 6.01(10) and the limitations contained in Sections 5.01(a)(iii) and (iv) and Section 5.01(b) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and 6.01(10) or because of the failure of the Company to comply with Section 5.01(a)(iii) or (iv) or Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv), 6.1(v), 6.1(vi), 6.160

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or cancelation, (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, or (3) all outstanding Securities have been irrevocably called for redemption pursuant to Article 3 and, in the case of clauses (2) and (3), the Company irrevocably deposits with the Trustee funds that, together with any Trust Moneys held at such time by the Trustee that the Company has instructed the Trustee to use for payment in accordance with this Section, are sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 5.1(iv) 4.16 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in Sections 5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty and the Security Documents. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When ------------------------------------------------ (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.03, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv), 6.1(v), 6.1(vi), 6.14.04,

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.12 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and 6.01(10) and the limitations contained in Sections 5.01(a)(iii) and (iv) and Section 5.01(b) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and 6.01(10) or because of the failure of the Company to comply with Section 5.01(a)(iii) or (iv) or Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall 70 64 be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.15, 5.1(iii) 4.16 and 5.1(iv4.19 (and any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Securities) and the operation of Sections 6.1(iv6.01(3), 6.1(v6.01(4), 6.1(vi6.01(6), 6.16.01(7), 6.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.01(3) and 5.02

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.13 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7) (but only with respect to Significant Subsidiaries), 6.16.01(8) (but only with respect to Significant Subsidiaries), 6.01(9) and 6.01(10) and its obligations under Sections 5.01(iii), (iv) and (v) and under Section 5.02 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent specified herein provided for relating to the satisfaction and discharge of this Indenture have been complied with) , and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.05, 5.1(iii4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 5.01(a)(v) and 5.1(iv(vi) and 5.02 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.7 hereof) canceled or for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.7 hereof), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)Sections 8.1(e) and 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.1(e), 8.2 and 8.28.6 hereof, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its all obligations under Sections 4.2 through 4.154.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.15(a), (b) and (c), 4.19, or 5.1(iii) and 5.1(iv(iv) and the operation of Sections 6.1(vi) and 6.1(ix) (as well as 6.1(vii) and 6.1(viii) hereof but only with respect to Significant Subsidiaries) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. (c) If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.1(iv), 6.1(v), 6.1(vi), 6.16.1(vii), (viii) or 6.1(ix), or because of the failure of the Company to comply with Sections 5.1(iii) or 5.1(iv). (d) Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (e) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 hereof shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company Issuer delivers to the 81 90 Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company Issuer at any time may terminate (i1) all its and the Company's obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its the Company's and the Issuer's obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.15, 5.1(iii) 4.16 and 5.1(iv) 4.17 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.01(3) and 5.01(4) ("covenant defeasance option"). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Sections 5.01(3) and 5.01(4). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty and the Company shall be released from all its obligations with respect to its Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07 hereof) canceled or for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company Issuers irrevocably deposits deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.07 hereof), including interest thereon to maturity or such redemption date, and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(e) and 8.06 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuers accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating reasonably acceptable to the satisfaction and discharge of this Indenture have been complied with) Trustee and at the cost and expense of the CompanyIssuers. (b) Subject to Sections 8.1(c) 8.01(e), 8.02 and 8.28.06 hereof, the Company Issuers at any time may terminate (i) all its their obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its all obligations under Sections 4.2 through 3.09, 4.04(a), (b) and (c), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii) and 5.1(iv4.16, 4.18, 4.19, 4.20, 5.01(iii) and the operation of Sections 6.1(iv6.01(a)(iv), 6.1(v6.01(a)(v), 6.1(vi6.01(a)(vi), 6.16.01(a)(vii), 6.01(viii), 6.01(a)(xi) as well as 6.01(a)(ix) and 6.01(a)(x) hereof (but only with respect to Subsidiaries) ("covenant defeasance option"). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of its covenant defeasance option. (c) If the Issuers exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi), 6.01(a)(vii), 6.01(a)(viii), 6.01(a)(xi) as well as 6.01(a)(ix) and 6.01(a)(x) (but only with respect to Subsidiaries) or because of the failure of the Issuers or the Subsidiary Guarantors to comply with Sections 5.01(iii). If the Issuers exercise either defeasance option, the Trustee shall release all Collateral pursuant to Section 11.03. (d) Upon satisfaction of the conditions set forth herein and Section 8.02 and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (e) Notwithstanding clauses (a) and (b) above, the Issuers' obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.01(d), 8.04, 8.05 and 8.06 hereof shall survive until the Securities have been paid in full. Thereafter, the Issuers' obligations in Sections 7.07, 8.04 and 8.05 hereof shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof or (3) all outstanding Securities will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clauses (2) and (3), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.72.07), including interest thereon to maturity or such redemption date, and if in either any case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.12, 4.14, 4.15, 5.1(iii) 4.16 and 5.1(iv) 4.18 and the operation of Sections 6.1(iv6.01(3), 6.1(v6.01(5), 6.1(vi6.01(6), 6.16.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(3), 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(3). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.06), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.1(iv) 4.15 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) and the limitations contained in clause (e) of Sections 5.01 and 5.02 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or cancellation, (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing sending of a notice of redemption pursuant to Article III 3 hereof or (3) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year at their Stated Maturity or are to be called for redemption within one year, and, in the case of clause (2) or (3), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the CompanyCompany (other than contingent indemnification obligations, if any, that, pursuant to the terms of this Indenture, survive the termination thereof), then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect, and the Company’s and Subsidiary Guarantors’ obligations under this Indenture shall be satisfied and discharged. The Trustee shall acknowledge such satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating (which, in the case of a redemption, may be the Officers’ Certificate and Opinion of Counsel related to the satisfaction and discharge of this Indenture have been complied withsuch redemption) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 5.1(iv) 4.11 and the operation of Sections 6.1(ivclauses (4), 6.1(v(5), 6.1(vi(6), 6.1(7), (8), (9) and (10) of Section 6.01 (but, in the case of clauses (7) and (8) with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in clause (4), (5), (6), (7), (8), (9) and (10) of Section 6.01 (but, in the case of clauses (7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all of its obligations with respect to its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive, as well as contingent indemnification obligations, if any, that, pursuant to the terms of this Indenture, survive the termination hereof.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or cancellation, (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing sending of a notice of redemption pursuant to Article III 3 hereof or (3) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year at their Stated Maturity or are to be called for redemption within one year, and, in the case of clause (2) or (3), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the CompanyCompany (other than contingent indemnification obligations, if any, that, pursuant to the terms of this Indenture, survive the termination thereof), then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect, and the Company’s and Subsidiary Guarantors’ obligations under this Indenture shall be satisfied and discharged. The Trustee shall acknowledge such satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating (which, in the case of a redemption, may be the Officers’ Certificate and Opinion of Counsel related to the satisfaction and discharge of this Indenture have been complied withsuch redemption) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 5.1(iv) 4.11 and the operation of Sections 6.1(ivclauses (4), 6.1(v(5), 6.1(vi(6), 6.1(7), (8), (9) and (10) of Section 6.01 (but, in the case of clauses (7) and (8) with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in clause (4), (5), (6), (7), (8), (9) and (10) of Section 6.01 (but, in the case of clauses (7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive, as well as contingent indemnification obligations, if any, that, pursuant to the terms of this Indenture, survive the termination hereof.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.13 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Parent) and the limitations contained in Section 5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Parent) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to the related Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof or (3) all outstanding Securities will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clauses (2) and (3), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either any case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15 and 5.1(iv) 4.16 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(3). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of upon redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 4.2 through 4.153.2, 5.1(iii) 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, and 5.1(iv4.1(iii) and the operation Company may omit to comply with and shall have no liability in respect of Sections 6.1(ivany 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 no longer constitute a Default or an Event of Default under Section 6.1(3) and 6.1(4) ("covenant defeasance option"), 6.1(vbut except as specified above, the remainder of this Indenture and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may, by written notice to the Trustee prior to the delivery of the Opinion of Counsel referred to in Section 8.2(8), 6.1(vi), 6.1elect to have any Note Guarantees in effect at such time terminate.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.03, 5.1(iii) 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, and 5.1(iv) 4.12 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), 6.1with respect only to Significant Subsidiaries) and the limitations contained in clause (e) of Article 5 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) or 6.01(8) (with respect only to Significant Subsidiaries in the case of Sections 6.01(6) and 6.01(7)) or because of the failure of the Company to comply with the limitations contained in clause (e) of Article 5. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive such satisfaction or discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.6) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.6), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 5.1(iii), 5.1(iv), 5.1(v) and 5.1(iv5.1(vi) and the operation of Sections 6.1(iv6.1(4), 6.1(v6.1(5), 6.1(vi6.1(6), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee their respective Guaranties and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 5.01(iii) and 5.1(iv5.01(iv) and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7) (but only with respect to a Significant Subsidiary), 6.16.01(8) (but only with respect to a Significant Subsidiary), 6.01(9) and 6.01(10) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7) (but only with respect to a Significant Subsidiary), 6.01(8) (but only with respect to a Significant Subsidiary), 6.01(9) and 6.01(10) or because of the failure of the Company to comply with Section 5.01(iii) and Section 5.01(iv). If the Company exercises its legal defeasance option or its covenant 76 69 defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to its Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding the provisions of Sections 8.01(a) and (b), the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 4.3 through 4.154.13, 5.1(iii) and 5.1(iv5.1(c) and the operation of Sections 6.1(iv6.1(4), 6.1(v6.1(5), 6.1(vi6.1(6), 6.1(7), 6.8 (but only with respect to a Significant Subsidiary) and 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.153.2, 5.1(iii) 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.15, 3.16, 3.17, and 5.1(iv4.1(iii) and the operation Company may omit to comply with and shall have no liability in respect of Sections 6.1(ivany 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(3) and 6.1(4) ("covenant defeasance option"), 6.1(vbut except as specified above, the remainder of this Indenture and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may, by written notice to the Trustee prior to the delivery of the Opinion of Counsel referred to in Section 8.2(8), 6.1(vi), 6.1elect to have any Subsidiary Guarantees in effect at such time terminate.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.08) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest, including Special Interest, when due will be sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture in a manner satisfactory to the Trustee on written demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities (and this Indenture and all the obligations of the Subsidiary Guarantors under the Subsidiary Guarantee their respective Note Guarantees) and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii) and 5.1(iv) 4.16 or 4.17 and the operation of Sections 6.1(ivSection 6.01(5), 6.1(v6.01(7) and 6.01(10) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Company terminates all of its obligations under the Securities and this Indenture by exercising either its legal defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(5), 6.1(vi6.01(7) and 6.01(10). Upon satisfaction of the conditions set forth herein and upon written request of the Company, 6.1the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 2.11, 7.07, 7.08 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Notwithstanding clause (a) and (b) above, the Company shall not exercise its legal defeasance option or its covenant defeasance option while the Senior Credit Facilities are outstanding unless such defeasance is permitted thereunder or the holders of the Indebtedness represented by the Senior Credit Facilities (or a Representative thereof) consent to such legal defeasance or covenant defeasance and the Company has delivered an Officers' Certificate and an Opinion of Counsel to such effect to the Trustee.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and 3 hereof, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds United States dollars or U.S. Government Obligations sufficient to pay at maturity or upon redemption all outstanding and discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of deposit (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating from the Company that all conditions precedent specified provided for herein relating to the satisfaction and discharge of this Indenture have been complied with) with and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15, 5.1(iii) and 5.1(iv) Article 4 and the operation of Sections 6.1(iii), 6.1(iv), 6.1(v), 6.1(vi), ) and 6.1

Discharge of Liability on Securities; Defeasance. (a) When When (i) the Company delivers Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company Issuers irrevocably deposits deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.07), including interest thereon to maturity or such redemption date, and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuers accompanied by an Officers' Certificate of the Company and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuers. (b) Subject to Sections 8.1(cSection 8.01(c) and 8.28.06, the Company Issuers at any time may terminate (i) all its their obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its their obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 5.01 and 5.1(iv) 5.02 and the operation of Sections 6.1(iv6.01(3), 6.1(v6.01(4), 6.1(vi6.01(5), 6.16.01(6), 6.01(7) (only with respect to Significant Subsidiaries), 6.01(8) (only with respect to Significant Subsidiaries) and 6.01(9) ("covenant defeasance option"). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7) (only with respect to Significant Subsidiaries), 6.01(8) (only with respect to Significant Subsidiaries) or 6.01(9). Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuers terminate. (c) Notwithstanding clauses (a) and (b) above, the Issuers' obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Issuers' obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Issuer or the Company delivers to the Trustee all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 and the Issuer or the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon permissible redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Notes, including interest thereon to maturity or such redemption date(other than Notes replaced pursuant Section 2.07), and if in either case the Issuer or the Company pays all other sums payable hereunder by with respect to the CompanyNotes, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture upon satisfaction of the conditions set for in clause (i) or (ii) above on demand of the Company (accompanied by an Officers' Officer's Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyCounsel. (b) Subject to Sections 8.1(c) 8.01(c), 8.02 and 8.28.06, the Issuer or the Company at any time may terminate (i) all its of the Issuer's and the Company's obligations under the Securities Notes and under this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture with respect thereto ("legal defeasance option") or (ii) its the Issuer's and the Company's obligations under Sections 4.2 through 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii4.16, 4.17, 4.18 and 4.19 and the operation of Sections 6.01(d) and 5.1(iv6.01(f) (to the extent the Event of Default under Sections 6.01(d) or 6.01(f) arises from a Default under a Section otherwise subject to covenant defeasance) and the operation of Sections 6.1(iv6.01(g), 6.1(v6.01(h) with respect to Significant Subsidiaries, 6.01(i), 6.1(vi6.01(j), 6.16.01(k), and Section 5.01 (iii) and (iv) ("covenant defeasance option"). The Issuer or the Company may exercise the legal defeasance option notwithstanding the prior exercise of the covenant defeasance option. If the Issuer or the Company exercises the legal defeasance option, payment of Notes may not be accelerated because of an Event of Default. If the Issuer or the Company exercises the covenant defeasance option, payment of such Notes may not be accelerated because of an Event of Default specified in Section 6.01(d), Section 6.01(f) (to the extent the Event of Default under Sections 6.01(d) or (f) arises from a Default under a Section otherwise subject to covenant defeasance), 6.01(g), 6.01(h) with respect only to Significant Subsidiaries or Sections 6.01(i), 6.01(j) or 6.01(k), or because of a failure to comply with clauses (iii) or (iv) of Section 5.01, except, in each case, to the extent covenants or agreements referenced in such Sections remain applicable. Upon satisfaction of the conditions set forth herein with respect to the Notes, and upon request of the Issuer or the Company, the Trustee shall acknowledge in writing the discharge of those obligations with respect to the Notes that the Issuer or the Company terminated. (c) Notwithstanding; clauses (a) and (b) above, the Issuer's and the Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.20(c), 7.07, 7.08, 8.03, 8.04, 8.05 and 8.06 shall survive until such Notes have been paid in full. Thereafter the Issuer's and the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Subject to Section 8.01(c), if the Issuer or the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities, the Company will be released from all its obligations with respect to the Guarantee and the Security Documents.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture and the Collateral Pledge Agreement shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of Securities, the Subsidiary Guarantors under the Subsidiary Guarantee Collateral Pledge Agreement and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii5.01(a)(iv) (to the extent relating to such other Sections), 5.01(a)(v) and 5.1(iv5.01(a)(vi) and the operation of Sections 6.1(ivSection 6.01(4) (to the extent relating to such other Sections), 6.1(vSection 6.01(5), 6.1(vi6.01(6), 6.16.01(7) (with respect only to Significant Subsidiaries), 6.01(8) (with respect only to Significant Subsidiaries) and 6.01(9) ("covenant defeasance option"). Upon the exercise of a covenant defeasance option, any Collateral subject to the Collateral Pledge Agreement shall be released. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(3) and 6.01(4) (with respect to the Sections of Articles 4 and 5 identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) (with respect only to Significant Subsidiaries), 6.01(8) (with respect only to Significant Subsidiaries) and 6.01(9). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 and Appendix A shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof hereof, and the Company Issuer irrevocably deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.1(iv) 4.15 and the operation of Sections 6.1(iv5.01(a)(iii), 6.1(v5.01(a)(iv), 6.1(vi6.01(d), 6.16.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h) (with respect to Significant Subsidiaries of the Issuer only) and 6.01(i) ("covenant defeasance option"). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option, the obligations under the Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h) (with respect to Significant Subsidiaries of the Issuer only) or 6.01(i) or because of the failure of the Issuer to comply with clauses (iii) and (iv) of Section 5.01(a). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Issuer's obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 5.1(iv) 4.13 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(6) and (7), with respect only to Subsidiaries) and the limitations contained in Section 5.01(a)(5) and (6) and Section 5.02 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07 hereof) canceled or for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.07 hereof), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(e) and 8.06 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.01(e), 8.02 and 8.28.06 hereof, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its all obligations under Sections 4.2 through 3.09, 4.04(a), (b) and (c), 4.07, 4.08, 4.09, 4.10, 4.12, 4.13, 4.14, 4.15, 5.1(iii) and 5.1(iv4.16, 4.17 or 5.01(iii) and the operation of Sections 6.1(iv6.01(a)(iv), 6.1(v6.01(a)(v) and 6.01(a), 6.1(vi), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.06) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.06), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture and the Security Agreements shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the Security Agreements on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii) 4.16, 4.17 and 5.1(iv) 4.20 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.01(a)(iii) and (iv) and 5.01(b), its obligations under Articles 11 and 13 and each Subsidiary Guarantor's obligations under Articles 10 and 12 and under the Security Agreements ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(a)(iii) or (iv) or 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee and under the Security Agreements including Article 12 and the Company shall be released from its obligations under Articles 11 and 13 and under the Security Agreements. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) ), 8.2 and 8.28.6, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee Guarantees and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv), 6.1(v), 6.1(vi), 6.177 69

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture by executing and delivering to the Company on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating Counsel, a written instrument to such effect prepared by the satisfaction and discharge of this Indenture have been complied with) and Company at the its sole cost and expense of the Companyexpense. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Article 3, Sections 4.2 4.3, 4.7, 4.9, 4.12, 4.15 and 4.17 through 4.154.25, 5.1(iii) and 5.1(iv) inclusive, and the operation of Sections 6.1(iv6.1(g), 6.1(v6.1(h), 6.1(vi6.1(i), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.04) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing delivery of a notice of redemption pursuant to Article III hereof III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(cSection 8.01(c) and 8.2Section 8.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.2 through Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, 5.1(iii) and 5.1(iv) Section 4.17, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 and the operation of Sections 6.1(ivSection 6.01(e), 6.1(vSection 6.01(f), 6.1(viSection 6.01(g), 6.1Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07 hereof) canceled or for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.07 hereof), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(e) and 8.06 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating reasonably acceptable to the satisfaction and discharge of this Indenture have been complied with) Trustee and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.01(e), 8.02 and 8.28.06 hereof, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its all obligations under [Sections 4.2 through 3.09, 4.04(a), (b) and (c), 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii) and 5.1(iv4.16, 4.17, 4.18 or 5.01(iii) and the operation of Sections 6.1(iv6.01(a)(iv), 6.1(v6.01(a)(v) and 6.01(a), 6.1(vi), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c) and 8.01(d), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c), 8.01(d) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 5.1(iv) 4.11 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Restricted Group Members) and the limitations contained in Sections 5.01(a)(3) and (4) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwith standing its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Restricted Group Members) or because of the failure of the Company to comply with Section 5.01(a)(3) or (4). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding Sections 8.01(a) and 8.01(b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. (d) Notwithstanding Sections 8.01(a) and 8.01(b) above, this Indenture shall remain in effect regardless of satisfaction of the conditions set forth in Section 8.01(a), and the Company may not exercise its legal defeasance option or covenant defeasance option, so long as any loans are outstanding under the Credit Agreement or any commitments to make loans thereunder remain in effect.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the 106 97 Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Officer's Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15(subject to any requirement of the TIA), 5.1(iii) and 5.1(iv4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.11, 4.12, 4.13, 4.14, 5.1 (iii) and the operation of Sections 6.1(iv6.1(4), 6.1(v), 6.1(vi6.1(6), 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.13, 4.14 and 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv6.01(4) (to the extent relating to such other Sections), 6.1(v6.01(5), 6.1(vi6.01(6), 6.16.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries), its obligations under Sections 5.01(iv) and 5.02 and the related operation of Section 6.01(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(3) and 6.01(4) (with respect to the provisions of Articles 4 and 5 referred to in the immediately preceding paragraph) and Sections 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 and Appendix A shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to such redemption date if subsequent to the Scheduled Maturity Date of the Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Officer's Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15(subject to any requirement of the TIA), 5.1(iii) and 5.1(iv4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.10, 4.11, 4.12, 5.1 (iii) and the operation of Sections 6.1(iv6.1(4), 6.1(v), 6.1(vi6.1(6), 6.1

Discharge of Liability on Securities; Defeasance. (a) When The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of its obligations discharged with respect to the outstanding Securities and all obligations of the Guarantors discharged with respect to their Note Guarantees (i“Legal Defeasance”) except for: (1) the Company delivers to the Trustee all rights of holders of outstanding Securities (other than to receive payments in respect of the principal of, premium on, if any, or interest, if any, on, such Securities replaced when such payments are due from the trust pursuant to Section 2.78.02(1); (2) the Company’s obligations with respect to the Securities concerning issuing temporary Securities, registration of Securities, mutilated, destroyed, lost or stolen Securities and the maintenance of an office or agency for cancellation or payment and money for security payments held in trust; (ii3) all outstanding Securities have become due the rights, powers, trusts, duties and payable, whether at maturity or as a result immunities of the mailing of a notice of redemption pursuant to Article III hereof Trustee under this Indenture, and the Company irrevocably deposits with Company’s and the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Guarantors’ obligations in connection therewith; and (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case 4) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge provisions of this Indenture on demand of the Company Article 8 with respect to Legal Defeasance (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyas defined under Section 8.01(a)). (b) Subject to Sections 8.1(c) The Company may, at its option and 8.2, the Company at any time may terminate (i) all time, elect to have its obligations under and the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee released with respect to Sections 4.02, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.14, 4.16, and this Indenture 5.01(b)(4) ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15, 5.1(iii“Covenant Defeasance”) and 5.1(iv) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the operation Securities. In the event Covenant Defeasance occurs, all Events of Default described under Section 6.01 (except Sections 6.1(iv6.01(1), 6.1(v(2), 6.1(vi(8) and (9), 6.1) will no longer constitute an Event of Default with respect to the Securities.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.153.2, 5.1(iii) 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16 and 5.1(iv4.1(iii) and the operation of Sections 6.1(ivSections 6.1 (vi), 6.1(v), 6.1(vi)6.1 (vii) and 6.1(viii) with respect to Significant Subsidiaries, 6.1

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company Issuer delivers to the Trustee all outstanding Outstanding Securities (other - than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding -- Outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company Issuer irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or 2.07) solely for the benefit of the Holders for such redemption datepurpose, and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyObligations, then this Indenture shall, subject to Section 8.1(c)Sections 6.01(c) and 6.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 8.1(c) 6.01(c), 6.02 and 8.26.06, the Company Issuer at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture - ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.01, 5.1(iii4.03, -- 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.16 (with respect to clause (a) and 5.1(iv(c)(i) through (c)(iv)), 4.17, 4.18 (as to Subsidiaries), 9.01(iii) and 9.01(iv) and the operation of Sections 6.1(iv5.01(4) (with respect to those provisions of Article Four cited in this clause (ii)) 5.01(5), 6.1(v5.01(6) (with respect to any Subsidiary), 6.1(vi5.01(7) (with respect to any Subsidiary) and 5.01(8) ("covenant defeasance option"). The Issuer may exercise its legal defeasance option not-withstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in 5.01(4) (with respect to those provisions of Article Four cited in clause (ii) above), 6.15.01(5), 5.01(6) (with respect to any Subsidiary), 5.01(7) (with respect to any Subsidiary) or 5.01(8) or because of the failure of the Issuer to comply with Section 9.01(iii) or 9.01(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer's obligations in Sections 2.06, 2.07, 2.09, 4.12, 4.13, 4.14, 4.15, 4.16 (with respect to clauses (b) and (c)(i)), 4.19, 4.20, 6.04, 6.05, 6.06, 7.07 and 7.08, shall survive until the Securities have been paid in full. There- after, the Issuer's obligations in Sections 6.04, 6.05 and 7.07 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, whether or (2) will become due and payable at maturity their Stated Maturity within one year, or as a result (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption pursuant to Article III hereof by the Trustee in the name, and at the expense, of the Company, and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.13 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7) (but only with respect to Significant Subsidiaries), 6.16.01(8) (but only with respect to Significant Subsidiaries), 6.01(9) and 6.01(10) and its obligations under Sections 5.01(iii), (iv) and (v) and under Section 5.02 (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(6), 6.01(7) (but only with respect to Significant Subsidiaries), 6.01(8) (but only with respect to Significant Subsidiaries), 6.01(9) or 6.01(10) or because of the failure of the Company to comply with Section 5.01(iii), (iv) or (v) or with Section 5.02. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding Sections 8.01 (a) and (b), the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.07, 7.07, 7.08 and this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in the second paragraph of Section 8.04) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing delivery of a notice of redemption pursuant to Article III hereof III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Company irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(cSection 8.01(c) and 8.2Section 8.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.2 through Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.14, Section 4.15, 5.1(iii) and 5.1(iv) Section 4.16, Section 4.17, Section 4.18, Section 4.19, Section 4.20, Section 4.21, Section 4.22, Section 4.24, Section 4.27 and the operation of Sections 6.1(ivSection 6.01(e), 6.1(vSection 6.01(f), 6.1(viSection 6.01(g), 6.1Section 6.01(i), Section 6.01(j), Section 6.01(k), Section 6.01(l), Section 6.01(m), Section 6.01(n) or Section 6.01(o) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(i), Section 6.01(j), Section 6.01(k), Section 6.01(l), Section 6.01(m), Section 6.01(n) or Section 6.01(o) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (ii) through (iv) of Section 5.01(a) and Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07 hereof) for cancellation cancellation, or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)8.01(c) hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02 hereof, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") ), or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 5.1(iv) 4.15 hereof and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) hereof (but, in the case of Sections 6.01(6) and (7) hereof, with respect only to Significant Subsidiaries) and the limitations contained in clause (e) of Sections 5.01 and 5.02 hereof ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) hereof (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) (but in the case of Sections 6.01(6) and (7) hereof with respect only to Significant Subsidiaries), 6.01(8), 6.01(9) and 6.01(10) hereof, or because of the failure of the Company to comply with the limitations contained in clause (e) of Sections 5.01 and 5.02 hereof. If the Company exercises its legal defeasance option or its covenant defeasance option with respect to the Securities, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.05 and 8.06 hereof shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 hereof shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13 and 5.1(iv) 4.14 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Parent) and the limitations contained in Section 5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and Parent) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to the related Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.72.08) have been cancelled or delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, and the Company irrevocably deposits with the Trustee funds sufficient in an amount sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and interest on the outstanding Securities when due at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)of such Securities, including interest thereon to maturity or such redemption date, date (other than Securities replaced or paid pursuant to Section 2.08) and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Parent and the Company at any time may terminate (i) all its of their obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its their obligations under Sections 4.2 through 4.154.03, 5.1(iii) 4.04, 4.05, 4.06, 4.07, 4.10, 4.12, 4.13 and 5.1(iv) 4.14; and the operation of Sections 6.1(iv6.01(d), 6.1(v6.01 (e), 6.1(vi6.01 (f), 6.16.01 (g) and 6.01(h), in each case, with respect only to Significant Subsidiaries, and Section 6.01(i) and the operations of Section 5.01(a)(iii) (“covenant defeasance option”). The Parent and the Company may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Parent and the Company terminate all of their obligations under the Securities and this Indenture by exercising their legal defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Parent and the Company exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Parent and the Company exercise their covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(d); Sections 6.01(e), 6.01(f) or 6.01(g) (with respect only to Significant Subsidiaries); or 6.01(h) or because of the failure of the Company to comply with clause (iii) of Section 5.01(a). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.07), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.01(c), 8.02 and 8.28.06, the Company and FTL-Cayman at any time may terminate (i) all its their obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its their obligations under Sections 4.2 through 4.154.02, 5.1(iii4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 5.01 (iii) and 5.1(iv5.01 (iv) and the operation of Sections 6.1(iv6.01(3) (insofar as it relates to compliance with Sections 5.01(iii) and 5.01(iv)) 6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7) (with respect to any Significant Subsidiary other than the Company), 6.16.01(8) (with respect to any Significant Subsidiary other than the Company) and 6.01(9) ("covenant defeasance option"). The Company and FTL-Cayman may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. If the Company and FTL-Cayman exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company and FTL-Cayman exercise their covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(6), 6.01(7) (with respect to any Significant Subsidiary other than the Company), 6.01(8) (with respect to any Significant Subsidiary other than the Company) or 6.01(9) or because of the failure of the Company to comply with Section 5.01(iii) or 5.01(iv). Upon satisfaction of the conditions set forth herein and upon request of the Company and FTL-Cayman, the Trustee shall acknowledge in writing the discharge of those obligations that the Company and FTL-Cayman terminate. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.11) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including premium (if any) and interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.72.11), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.14 and the operation of Sections 6.1(iv6.01(4) (insofar as such Section relates to its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.14), 6.1(v6.01(5), 6.1(vi6.01(6), 6.16.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in Section 5.01(a)(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (insofar as such Section relates to its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.14), 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15Section 4.02, 5.1(iii) and 5.1(iv) and 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 or 4.14 the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), 6.1with respect only to Restricted Subsidiaries) and the limitations contained in clauses (e) and (f) of Article V ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (with respect only to Restricted Subsidiaries in the case of Sections 6.01(6) and 6.01(7)) or because of the failure of the Company to comply with the limitations contained in clauses (e) and (f) of Article V. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 5.1(iv) 4.13 and the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), 6.1with respect only to Restricted Subsidiaries) and the limitations contained in clauses (e) and (f) of Article 5 ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (with respect only to Significant Subsidiaries in the case of Sections 6.01(6) and 6.01(7)) or because of the failure of the Company to comply with the limitations contained in clauses (e) and (f) of Article 5. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 5.1(iv) 4.14 and the operation of Sections 6.1(iv6.01(e), 6.1(v6.01(f), 6.1(vi6.01(g), 6.16.01(h), 6.01(i) and 6.01(j) (but, in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(5) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(d) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) (with respect only to Significant Subsidiaries in the case of Sections 6.01(f) and 6.01(g)) or because of the failure of the Company to comply with the limitations contained in Section 5.01(a)(5). If the Company exercises its legal defeasance option or its covenant defeasance option, the Senior Lien, as it pertains to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07 and 8.05 shall survive such satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section Sections 8.1(c)) and 8.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) ), 8.2, and 8.28.6, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.2, 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.13, 4.14 and 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv5.1(a)(iii), 6.1(v5.1(a)(iv) or 6.1(a)(3) through (a)(7) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.1(a)(3) through (a)(7) or because of the Company's failure to comply with Section 5.1(a)(iii) or 5.1(a)(iv). Upon satisfaction of the conditions set forth herein and upon the Company's request (and at the Company's expense), 6.1(vi)the Trustee shall acknowledge in writing the discharge of those obligations that the Company has terminated. (c) Notwithstanding clauses (a) and (b) above, 6.1the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.1, 4.4, 7.7, 7.8, 8.4, 8.5, and 8.6, and the Trustee's and the Paying Agent's Obligations in Section 8.4 shall survive until the Securities have been paid in full. Thereafter, the Company's Obligations in Sections 7.7 and 8.5 and the Company's, Trustee's and Paying Agent's Obligations in Section 8.4 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Companyhereunder, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company, as the case may be. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance optionLEGAL DEFEASANCE OPTION") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.13, 4.14 and 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv6.01(d) (to the extent relating to such other Sections), 6.1(v6.01(e), 6.1(vi6.01(f), 6.16.01(g), 6.01(h), 6.01(i) and 6.01(j), the obligations under Sections 5.01(f), 5.01(g) and the related operation of Section 6.01(c) ("COVENANT DEFEASANCE OPTION"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(c) and 6.01(d) (with respect to the provisions of Articles 4 and 5 referred to in the immediately preceding paragraph) and Sections 6.01(e), 6.01(f), 6.01(g), 6.01(h) and 6.01(i). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 4.17, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9) for cancellation or (ii) all outstanding Securities have become due and payable, whether payable at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.72.9), including interest thereon to maturity or such redemption datematurity, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c7.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c7.1(c) and 8.27.2, the Company at its option and at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its the obligations of the Company and any Subsidiary Guarantor under Sections 4.2 through 4.153.2, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv)3.3, 6.1(v)3.4, 6.1(vi)3.5, 6.13.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12,

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.07), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(c) and 8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.01(c), 8.02, and 8.28.06, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14 and 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv5.01(a)(iii), 6.1(v5.01(a)(iv) or 6.01(a)(3) through (a)(7) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(a)(3) through (a)(7) or because of the Company's failure to comply with Section 5.01(a)(iii) or 5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon the Company's request (and at the Company's expense), 6.1(vi)the Trustee shall acknowledge in writing the discharge of those obligations that the Company has terminated. (c) Notwithstanding clauses (a) and (b) above, 6.1the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.01, 4.04, 7.07, 7.08, 8.04, 8.05, and 8.06, and the Trustee's and the Paying Agent's Obligations in Section 8.04 shall survive until the Securities have been paid in full. Thereafter, the Company's Obligations in Sections 7.07 and 8.05 and the Company's, Trustee's and Paying Agent's Obligations in Section 8.04 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When ------------------------------------------------ (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.08) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, and the Company irrevocably deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the such satisfaction and discharge of this Indenture have been complied with) with and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its and any Subsidiary Guarantor's obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under Securities, the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii) 4.16, and 5.1(iv) 4.17 and the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(v5.01(a)(iv), 6.1(vi6.01(4), 6.16.01(6), 6.01(7) (with respect to Subsidiaries of the Company only), 6.01(8) (with respect to Subsidiaries of the Company only), 6.01(9), 6.01(10) and 6.01(11) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Company terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option, the obligations under the Subsidiary Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(4), 6.01(6), 6.01(7) (with respect to Subsidiaries of the Company only), 6.01(8) (with respect to Subsidiaries of the Company only), 6.01(9), 6.01(10) and 6.01(11) or because of the failure of the Company to comply with clauses (iii) and (iv) of Section 5.01 (a). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07, 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, and 5.1(iv) 5.02 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.01(3) and (4) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.7 hereof) canceled or for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof payable and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon (other than Securities replaced pursuant to Section 2.72.7 hereof), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c)Sections 8.1(e) and 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) 8.1(e), 8.2 and 8.28.6 hereof, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its all obligations under Sections 4.2 through 4.154.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.15(a), (b) and (c), 4.19, or 5.1(iii) and 5.1(iv(iv) and the operation of Sections 6.1(vi) and 6.1(ix) (as well as 6.1(vii) and 6.1(viii) hereof but only with respect to Significant Subsidiaries) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. (c) If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.1(iv), 6.1(v), 6.1(vi), 6.16.1(vii) or 6.1(viii), or because of the failure of the Company to comply with Sections 5.1(iii) or 5.1(iv). (d) Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (e) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 hereof shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.15Section 4.02, 5.1(iii) and 5.1(iv) and 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 or 4.14, the operation of Sections 6.1(iv6.01(5), 6.1(v6.01(6), 6.1(vi6.01(7) and 6.01(8) (but, in the case of Sections 6.01(6) and (7), 6.1with respect only to Restricted Subsidiaries) and the limitations contained in clauses (e) and (f) of Article V ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (with respect only to Restricted Subsidiaries in the case of Sections 6.01(6) and 6.01(7)) or because of the failure of the Company to comply with the limitations contained in clauses (e) and (f) of Article V. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive any satisfaction and discharge.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company Parent or Issuer pays all other sums payable hereunder by the CompanyParent or Issuer, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company Issuer at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance 59 61 option") or (ii) its obligations under Sections 4.2 through 4.154.02, 5.1(iii) 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 5.1(iv) 4.12 and the operation of Sections 6.1(iv6.01(4), 6.1(v6.01(6), 6.1(vi6.01(7), 6.16.01(8), 6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) and the limitations contained in Sections 5.0l(a)(iii) and (iv) ("covenant defeasance option"). Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) or 6.01(10) (but, in the case of Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or because of the failure of Issuer to comply with Section 5.0l(a)(iii) or (iv). If Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to its Guaranty. Upon satisfaction of the conditions set forth herein and upon request of Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that Issuer terminates thereby. (c) Notwithstanding clauses (a) and (b) above, Issuer's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, Issuer's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.72.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(cSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance 80 72 option") or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.13, 4.14 and 4.15, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv6.01(4) (to the extent relating to such other Sections), 6.1(v6.01(5), 6.1(vi6.01(6), 6.16.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries), its obligations under Sections 5.01(iv), 5.01(v) and 5.02 and the related operation of Section 6.01(3) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(3) and 6.01(4) (with respect to the provisions of Articles 4 and 5 referred to in the immediately preceding paragraph) and Sections 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 and Appendix A shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07 and 8.05 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture by executing and delivering to the Company on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating Counsel, a written instrument to such effect prepared by the satisfaction and discharge of this Indenture have been complied with) and Company at the its sole cost and expense of the Companyexpense. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Article 3, Sections 4.2 4.3, 4.7, 4.9, 4.12, 4.14 and 4.16 through 4.154.24, 5.1(iii) and 5.1(iv) inclusive, and the operation of Sections 6.1(iv6.1(d), 6.1(v6.1(e), 6.1(vi6.1(f), 6.1(g), 6.1(h), 6.1 (i) (but, in the case of Sections 6.1(g) and (h), with respect only to Restricted Subsidiaries) and the limitations contained in Sections 5.1(iii) and (iv) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. (i) (but, in the case of Sections 6.1(g) and (h), with respect only to Restricted Subsidiaries) or because of the failure of the Company to comply with Section 5.1(iii) or (iv). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in a writing prepared by the Company at its sole cost and expense the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.3 through 2.8, inclusive, 7.7 and 7.8 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.72.08) have been canceled or delivered to the Trustee for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof hereof, and the Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of, premium (if any) and interest on the outstanding Securities when due at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7)redemption, including interest thereon to maturity or such redemption date, date (other than Securities replaced or paid pursuant to Section 2.08) and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture and all obligations of Securities, the Subsidiary Guarantors under the Subsidiary Guarantee Security Documents and this Indenture ("legal defeasance option") ), or (ii) its obligations under Sections 4.2 through 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, 4.14, 4.15, 5.1(iii) 4.16 and 5.1(iv) 4.18 hereof and the operation of Sections 6.1(iv5.01(a)(iii), 6.1(v5.01(a)(iv), 6.1(vi6.01(d), 6.16.01(e) (with respect to the Security Documents), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i), 6.01(j) and 6.01(k) hereof and its obligations under the Security Documents ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Company exercises its legal defeasance option or its covenant defeasance option, the obligations of each Subsidiary Guarantor under the Subsidiary Guarantees and the Security Documents shall each be terminated simultaneously. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(d), 6.01(e) (with respect to the Security Documents), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Company to comply with clauses (iii) and (iv) of Section 5.01(a). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities (other than Securities replaced pursuant to Section 2.7), including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.2 through 4.154.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 5.1(iii) and 5.1(iv) and the operation of Sections 6.1(iv6.1(4), 6.1(v6.1(5), 6.1(vi6.1(6), 6.1