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 3 hereof , and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit (other than Securities replaced pursuant to Section 2.7), 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 from the Company that all conditions precedent provided herein for relating to 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 of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Article 4 and the operation of Sections 6.1(iv), 6.1(vi) 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 2.7SECTION 2.9) 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 3 hereof , and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations funds sufficient to pay and discharge the entire indebtedness on the at maturity or upon redemption all outstanding Securities not heretofore delivered to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit (other than Securities replaced pursuant to Section 2.7SECTION 2.9), 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(cSECTION 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 from the Company stating that all conditions precedent provided specified herein for 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(cSECTIONS 8.1(C) and 8.2, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture ("LEGAL DEFEASANCE OPTION"), and after giving effect to such legal defeasance option") defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Article 4 SECTIONS 3.2, 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 and 4.1(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(vi) but except as specified above, the remainder of this Indenture and 6.1the 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), elect to have any Subsidiary Guarantees in effect at such time terminate.

Discharge of Liability on Securities; Defeasance. (a) When With respect to any Securities of or within a series, when (i) the Company delivers to the Trustee all outstanding Outstanding Securities (other than Securities replaced pursuant of such series that have not already been delivered to Section 2.7) the Trustee for cancellation or (iiii)(A) all outstanding Outstanding Securities have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article 3 Four hereof or (B) the Securities of such series shall become due and payable at their Stated Maturity within one year, or the Securities of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee United States in trust funds in U.S. dollars or U.S. Government Obligations in an amount sufficient to pay and discharge the entire indebtedness on the at maturity or upon redemption all Outstanding Securities not heretofore delivered of such series, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit (other than Securities replaced pursuant to Section 2.7)maturity or such redemption date, and if in the case of either case clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c6.01(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 from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Companywith. (b) Subject to Sections 8.1(c6.01(c) and 8.26.02, the Company at any time may terminate (i) all of its obligations under the Securities of any series and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Article 4 and the operation of Sections 6.1(iv7.01(d), 6.1(vi7.01(e), 7.01(f) and 6.17.01(i) (“covenant defeasance option”) and, if specified pursuant to Section 3.01, its obligations under any other covenant. 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 with respect to the Securities of any series, payment of the Securities of such series 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 7.01(d), 7.01(e), 7.01(f) and 7.01(i). 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 3.06, 6.04, 6.05, 6.06, 8.07, 8.10, 12.01, 12.02 and 12.04 shall survive until the Securities of such series have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Sections 6.04, 6.05 and 8.07 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) 2.09 or paid or Securities for which payment money has heretofore been deposited in trust pursuant to this Article 8) for cancellation or (ii) all outstanding Securities not theretofore delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof 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 for the giving of notice in the name and at the expense of the Company, and, in each case of this clause (ii), and the Company or any Guarantor irrevocably deposits or causes to be deposited with the Trustee United States dollars funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered at maturity or upon redemption all outstanding Securities, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the maturity or such redemption date of deposit (other than Securities replaced pursuant to Section 2.72.09), 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 from the Company that all conditions precedent provided herein for relating to 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.1(ivSection 5.01(a)(iv), 6.1(vi6.01(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) and 6.16.01(9) ("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, or if the Company exercises its covenant defeasance option, the obligations under the 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 Significant Subsidiaries of the Company only), 6.01(8) (with respect to Significant Subsidiaries of the Company only) or 6.01(9) or because of the failure of the Company to comply with clause (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, ,2.10, 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 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 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 3 hereof hereof, and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient, or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of, premium, if 72 64 any, of and interest on the outstanding Securities when due at maturity or upon redemption of such Securities, including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7), 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 from the Company that all conditions precedent provided herein for relating to 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 of its their obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its their obligations under Article 4 Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.10, 4.12, 4.13 and 4.14; and the operation of Sections 6.1(iv6.01(d), 6.1(vi6.01 (e), 6.01 (f), 6.01 (g) and 6.16.01(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 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 3 hereof hereof, and, in each case of this clause (ii), and the Company or Sub Co-Issuer irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of and interest on the outstanding Securities when due at maturity or upon redemption of, premium, if 72 64 any, and including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.72.08), and if in either case the Company or Sub Co-Issuer pays all other sums payable hereunder by the CompanyCompany or Sub Co-Issuer, 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 and Sub Co-Issuer accompanied by an Officers' Certificate and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the CompanyCompany and Sub Co-Issuer. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company or Sub Co-Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 and 4.13 and the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi5.01(a)(iv), 6.01(c), 6.01(e) (with respect to Significant Subsidiaries of the Company only), 6.01(f) (with respect to Significant Subsidiaries of the Company only) and 6.16.01(g) ("covenant defeasance option"). The Company and Sub Co-Issuer may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Company and Sub Co-Issuer terminate all of their obligations under the Securities and this Indenture by exercising their legal defeasance option, the obligations under the Subsidiary Guarantees shall each be terminated simultaneously with the termination of such obligations. If the Company and Sub Co-Issuer exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company and Sub Co-Issuer exercise their covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(e) (with respect to Significant Subsidiaries only), 6.01(f) (with respect to Significant Subsidiaries only) or 6.01(g) or because of the failure of the Company and Sub Co-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 Company and Sub Co-Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company and Sub Co-Issuer terminate. (c) Notwithstanding clauses (a) and (b) above, the Company's and Sub Co-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 8 shall survive until the Securities have been paid in full. Thereafter, the Company's and Sub Co-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 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 3 hereof hereof, and, in each case of this clause (ii), and the Company Issuer irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of and interest and liquidated damages, if any, on the outstanding Securities when due at maturity or upon redemption of, premium, if 72 64 any, and including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.08) and liquidated damages, if any, 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 from the Company that all conditions precedent provided herein for relating to 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 and the Issuer at any time may terminate (i) all of its their obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.12, 4.13, 4.14, 4.15, 4.17 and 4.18 and the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi5.01(b)(iii), 6.01(d), 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) and 6.16.01(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 Company and the Issuer terminate all of their obligations under the Securities and this Indenture by exercising their legal defeasance option, the Company's obligations under the Note Guarantee shall be terminated simultaneously with the termination of such obligations. If the Company and the Issuer exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company and the Issuer 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), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only) or 6.01(i) or because of the failure of the Company or the Issuer to comply with Section 5.01(a)(iii) or with Section 5.01(b)(iii). 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, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer's and the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive.

Discharge of Liability on Securities; Defeasance. (a) When (i1) the Company delivers Issuers deliver to the Trustee all outstanding Securities that have been authenticated (other than (i) Securities replaced pursuant to Section 2.72.07 and (ii) Securities for whose payment has been deposited in trust and thereafter repaid to the Issuers) for cancellation or (ii2) all outstanding Securities that have not been delivered to the Trustee for cancellation have become due and payable, whether at maturity or as a result payable by reason of the mailing of a notice of redemption pursuant to Article 3 hereof , and, in each case of this clause (ii), or otherwise will become due and payable within one year or are to be called for redemption within one year and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or as trust funds in trust solely for the benefit of the Securityholders, cash in U.S. dollars, U.S. Government Obligations sufficient Obligations, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on the Securities not heretofore previously delivered to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit cancellation (other than Securities replaced pursuant to Section 2.72.07) (including principal of, premium and interest, if any, on, the Securities to the date of maturity or redemption), 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(c8.01(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 of Counsel from the Company that all conditions precedent provided herein for relating to 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(c8.01(c) and 8.28.02, the Company Issuers at any time may terminate (i1) all of its the Issuers’ and each Subsidiary Guarantor’s obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its their obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.10, 4.11, 4.12 and 4.13 and the operation of Sections 6.1(iv6.01(4), 6.1(vi6.01(5), 6.01(6), 6.01(7) or 6.01(8) (but, in the case of Sections 6.01(6) and 6.1(7), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(a)(3) (“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 with respect thereto. If the Issuers exercise their 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), 6.01(6), 6.01(7) or 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 Issuers to comply with Section 5.01(a)(3). If the Issuers exercise their legal defeasance option or their 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 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, 2.08, 7.07 and 7.08 and in this Article 8 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 With respect to any Securities of or within a series, when (i) the Company delivers to the Trustee all outstanding Outstanding Securities (other than Securities replaced pursuant of such series that have not already been delivered to Section 2.7) the Trustee for cancellation or (iiii)(A) all outstanding Outstanding Securities have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article 3 Four hereof or (B) the Securities of such series shall become due and payable at their Stated Maturity within one year, or the Securities of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee United States in trust funds in U.S. dollars in an amount sufficient, or U.S. Government Obligations sufficient Obligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereof sufficient, without reinvestment, in the written opinion of a nationally recognized firm of independent accounts (which need not be provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on the at maturity or upon redemption all Outstanding Securities not heretofore delivered of such series, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit (other than Securities replaced pursuant to Section 2.7)maturity or such Redemption Date, and if in the case of either case clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c6.01(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 from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Companywith. (b) Subject to Sections 8.1(c6.01(c) and 8.26.02, the Company at any time may terminate (i) all of its obligations under the Securities of any series and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Article 4 and the operation of Sections 6.1(iv7.01(d), 6.1(vi7.01(e), 7.01(f) and 6.17.01(i) (“covenant defeasance option”) and, if specified pursuant to Section 3.01, its obligations under any other covenant. 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 with respect to the Securities of any series, payment of the Securities of such series 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 7.01(d), 7.01(e), 7.01(f) and 7.01(i). 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 3.06, 6.04, 6.05, 6.06, 8.07, 8.10, 12.01, 12.02 and 12.04 shall survive until the Securities of such series have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Sections 6.04, 6.05 and 8.07 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 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 3 hereof hereof, and, in each case of this clause (ii), and the Company Issuer irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of, premium, if 72 64 any, and interest and liquidated damages, if any, on the outstanding Securities when due at maturity or upon redemption of, including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.08) and liquidated damages, if any, 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 effecteffect and the obligations of the Issuer and the Note Guarantors hereunder shall cease. 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 from the Company that all conditions precedent provided herein for relating to 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 and the Issuer at any time may terminate (i) all of its their obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its their obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.14, 4.15, 4.16, 4.17 and 4.18 and the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi6.01(d), 6.01(f), 6.01(g) (other than with respect to the Company, Intermediate Holdings, HDD Holdings or the Issuer), 6.01(h) (other than with respect to the Company, Intermediate Holdings, HDD Holdings or the Issuer) and 6.16.01(i) ("covenant defeasance option"). The Company and the Issuer may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Company and the Issuer 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 Company and the Issuer exercise their legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company and the Issuer 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), 6.01(f), 6.01(g) (other than with respect to the Company, Intermediate Holdings, HDD Holdings or the Issuer), 6.01(h) (other than with respect to the Company, Intermediate Holdings, HDD Holdings or the Issuer) or 6.01(i) or because of the failure of the Company and the Issuer to comply with Section 5.01(a)(iii). 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 and the Note Guarantors terminate. (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 8 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 2.7) 2.08 or paid or Securities for cancellation which payment money has heretofore been deposited in trust pursuant to this Article 8) for cancelation or (ii) all outstanding Securities not theretofore delivered for cancelation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof 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 for the giving of notice in the name and at the expense of the Company, and, in each case of this clause (ii), and the Company or any Guarantor irrevocably deposits or causes to be deposited with the Trustee United States dollars funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered at maturity or upon redemption all outstanding Securities, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the maturity or such redemption date of deposit (other than Securities replaced pursuant to Section 2.72.08), 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 from the Company that all conditions precedent provided herein for relating to 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.1(ivSection 5.01(a)(iv), 6.1(vi6.01(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) and 6.16.01(9) ("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 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 exer cises 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 Significant Subsidiaries of the Company only), 6.01(8) (with respect to Significant Subsidiaries of the Company only) or 6.01(9) or because of the failure of the Company to comply with clause (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 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 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 3 hereof hereof, and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which opinion shall only be required to be delivered if U.S. Government Obligations have been so deposited), for to pay the principal of and interest and liquidated damages, if any, on the outstanding Securities when due at maturity or upon redemption of, premium, if 72 64 any, and including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.08) and liquidated damages, if any, 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 from the Company that all conditions precedent provided herein for relating to 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 and 4.13 the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi5.01(a)(iv), 6.01(d), 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) (with respect to Restricted Subsidiaries of the Company only) and 6.16.01(j) ("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(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) (with respect to Restricted Subsidiaries only) or 6.01(j) 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, 2.10, 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 and 8.05 and the Trustee's obligations under Section 8.04 shall survive.

Discharge of Liability on Securities; Defeasance. With respect to any series of Securities, (a) When when (i) the Company delivers to the Trustee all outstanding Securities of such series (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities of such series have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or the Securities of such series will become due and payable at their Stated Maturity within one year, or the Securities of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations funds sufficient to pay and discharge the entire indebtedness on the at maturity or upon redemption all outstanding Securities not heretofore delivered of such series, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the maturity or such redemption date of deposit (other than Securities replaced pursuant to Section 2.7), 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 effecteffect with respect to such series. The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to such series on demand of the Company accompanied by an Officers' Officers Certificate and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to 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 of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Article 4 and the operation of Sections 6.1(iv), 6.1(vi) and 6.1

Discharge of Liability on Securities; Defeasance. (a) When With respect to any series of Securities, when (i) the Company Issuer delivers to the Trustee all outstanding Outstanding Securities of such series (other than Securities of such series replaced pursuant to Section 2.72.10) for cancellation or (ii) all outstanding Outstanding Securities of such series have become due and payable, whether at maturity or as a result of payable and the mailing of a notice of redemption pursuant to Article 3 hereof , and, in each case of this clause (ii), the Company Issuer irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations funds sufficient to pay and discharge the entire indebtedness on the at maturity all Outstanding Securities not heretofore delivered to the Trustee for cancellationof such series, for the principal of, premium, if 72 64 any, and including interest to the date of deposit thereon (other than Securities of such series replaced pursuant to Section 2.72.10), and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyIssuer with respect to the Securities of such series, then this Indenture shall, subject to Section 8.1(c)Sections 8.01(c) and 8.06, cease to be of further effecteffect with respect to such series. The Trustee shall acknowledge satisfaction and discharge of this Indenture as to such series on demand of the Company Issuer accompanied by an Officers' Certificate and an Opinion of Counsel from as to the Company that satisfaction of all conditions precedent provided herein for relating to such satisfaction and discharge of this Indenture have been complied with as to such series and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 8.1(c) 8.01(c), 8.02 and 8.28.06, the Company Issuer at any time may terminate with respect to any series (i) all of its obligations under the Securities of such series and this Indenture in respect of such series ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02 to 4.11, inclusive, and 5.01(a)(iii) and the operation of Sections 6.1(iv6.01(5), 6.1(vi6.01(6) (with respect to Significant Subsidiaries of Holdings only), 6.01(7) (with respect to Significant Subsidiaries of Holdings only) and 6.16.01(8) and mandatory redemption provisions, if any, of the Securities of such series ("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 with respect to any series, payment of the Securities of such series may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option with respect to any series, payment of the Securities of such series may not be accelerated because of an Event of Default specified in 6.01(3), 6.01(5), 6.01(6) (with respect to Significant Subsidiaries only), 6.01(7) (with respect to Significant Subsidiaries only) and 6.01(8) or because of the failure of Holdings to comply with clause (a)(iii) of Section 5.01. 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 the satisfaction and discharge of this Indenture with respect to any series of Securities, the Issuer's obligations in Sections 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08, 8.04, 8.05 and 8.06 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 to the Trustee either (A) all outstanding Securities of a series that have been authenticated (other than Securities of such series replaced pursuant to Section 2.72.07 and Securities of such series for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered by the Company to the Trustee for cancellation or (iiB) all outstanding Securities of a series that have not been delivered by the Company to the Trustee for cancellation have become due and payable, whether at maturity Maturity or as a result upon redemption 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 for the giving of the mailing of a notice of redemption pursuant to Article 3 hereof , and, in each case of this clause (ii), Three and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in trust solely for the benefit of the Holders of Securities of such series, cash in U.S. Dollars, non-callable Government Securities, or U.S. a combination thereof, with respect to the Dollar Notes, or cash in Pounds Sterling, certain UK Government Obligations Obligations, or a combination thereof, with respect to the Sterling Notes, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the such Securities of such series not heretofore theretofore delivered to the Trustee for cancellation, cancellation for the principal ofprincipal, premium, if 72 64 any, and accrued interest (including Special Interest, if any) to the date of Maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other than Securities replaced pursuant instrument to Section 2.7), and if in either case which the Company pays or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture and the Securities of such series; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities of such series at Maturity or the redemption date, as the case may be, then upon demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel, at the cost and expense of the Company, then to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture shall, subject to Section 8.1(c), have been complied with) this Indenture shall cease to be of further effect. The effect with respect to the Securities of such series and the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand with respect to such series of the Company accompanied by an Officers' Certificate and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the CompanySecurities. (b) Subject to Sections 8.1(c8.01(c) and 8.28.02, the Company may, at its option, and at any time may elect to terminate (i) all of its and the Guarantors’ obligations under the Securities of any series, the Subsidiary Guarantees related to such series and this Indenture with respect to the Securities of such series ("“legal defeasance option"”) or (ii) its and the Guarantors’ obligations under Article 4 Section 5.01(c) and Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, and 4.12 and the operation of Section 6.01(c) (with respect to an Event of Default due to a failure to meet obligations under Section 5.01(c)) and Sections 6.1(iv6.01(d), 6.1(vi(e), (f) and 6.1(g) (“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 of the applicable series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities of the applicable series may not be accelerated because of an Event of Default specified in Sections 6.01(d) (with respect to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12(a) and 5.01(c)), (e), (f) or (g). 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 subsections (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.13, 7.07, 7.08, 8.03, 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, 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, it being understood that such Securities are no longer outstanding) 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 3 hereof , and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds or U.S. Government Obligations sufficient (without reinvestment thereof) to pay and discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellationat maturity all outstanding Securities, for the principal of, premium, if 72 64 any, and including all interest thereon to the date of such deposit (in the case of Securities which have become due and payable) or to the stated maturity or Redemption Date, as the case may be (other than Securities replaced pursuant to Section 2.72.07, it being understood that such Securities are no longer outstanding), 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), 8.02 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 from the Company Counsel, each stating that all conditions precedent provided herein for relating to satisfaction the defeasance and discharge of the Securities as contemplated by this Indenture Article VIII have been complied with 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 11.01 (the operation "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 arising from a violation of any of Sections 6.1(iv), 6.1(vi) and 6.14.02 through 4.09 or 11.01.

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 2.72.9) 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 3 hereof , and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations funds sufficient to pay and discharge the entire indebtedness on the at maturity or upon redemption all outstanding Securities not heretofore delivered to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit (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 from the Company stating that all conditions precedent provided specified herein for 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 ("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 Article 4 Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and 3.15, and 4.1(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(vi) but except as specified above, the remainder of this Indenture and 6.1the 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), elect 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 or paid pursuant to Section 2.72.07) 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 3 hereof hereof, and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation, for (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 of, premium, if 72 64 any, and including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.07) and liquidated damages, if any, 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 from the Company that all conditions precedent provided herein for relating to 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 and 4.13, and the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi6.01(d), 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) and 6.16.01(i) ("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 or its covenant 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(d), 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) or 6.01(i) 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 2.03, 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 (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.72.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Securities not delivered to the Trustee for cancellation have become due and payable, whether at maturity are to become due and payable within one year or as a result of the mailing of a notice of are to be called for redemption pursuant to Article 3 hereof , and, in each case of this clause (ii), within one year and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of and premium and interest, if any, on the outstanding Securities when due at maturity or upon redemption of, premium, if 72 64 any, and including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.72.07), if any, 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 from the Company that all conditions precedent provided herein for relating to 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 ("“legal defeasance option"”) or (ii) its obligations under Article 4 Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08 and 5.01 and the operation of Sections 6.1(iv6.01(f), 6.1(vi6.01(g) (with respect to Significant Subsidiaries of the Company and the Subsidiary Guarantors only), 6.01(h) (with respect to Significant Subsidiaries of the Company and the Subsidiary Guarantors only) and 6.16.01(i) (“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 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(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company and the Subsidiary Guarantors only) or 6.01(h). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor 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, at the Company’s expense, 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 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. All of the Company’s and each Subsidiary Guarantor’s obligations to make payments to, indemnify or reimburse the Trustee shall survive for so long as a claim may be brought against the Trustee under the laws of the State of New York.

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 2.72.07) 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 3 hereof hereof, and, in each case of this clause (ii), and the Company Issuers irrevocably deposits or causes to be deposited deposit with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation, for (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 of, premium, if 72 64 any, and including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.07) and liquidated damages, if any, 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(c8.01(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 of Counsel from the Company that all conditions precedent provided herein for relating to 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(c8.01(c) and 8.28.02, the Company Issuers at any time may terminate (i) all of its their obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its their obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13 and the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi6.01(d), 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) and 6.16.01(j) ("covenant defeasance option"). The Issuers may exercise their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuers terminate all of their obligations under the Securities and this Indenture by exercising their legal defeasance option or their covenant defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. 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(d), 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) or 6.01(j) or because of the failure of the Issuers to comply with Section 5.01(a)(iii). 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, 2.08, 7.07, 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuers' obligations in Sections 7.07, 8.04, 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 3 hereof , and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit (other than Securities replaced pursuant to Section 2.7), 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 from the Company that all conditions precedent provided for herein for relating to 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 of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under 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 (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 3 hereof , or (3) all outstanding notes 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, in each the case of clauses (2) and (3) of this clause (ii)Section 8.01, the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations funds sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered at maturity or upon redemption all outstanding Securities, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the maturity or such redemption date of deposit (other than Securities replaced pursuant to Section 2.72.07), 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 from the Company that all conditions precedent provided herein for relating to 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 of its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 and the operation of Sections 6.1(iv6.01(6), 6.1(vi6.01(7), 6.01(8) and 6.16.01(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(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 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 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.

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) 2.08 or paid or Securities for cancellation which payment money has heretofore been deposited in trust pursuant to this Article 8) for cancelation or (ii) all outstanding Securities not theretofore delivered for cancelation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof 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 for the giving of notice in the name and at the expense of the Company, and, in each case of this clause (ii), and the Company or any Guarantor irrevocably deposits or causes to be deposited with the Trustee United States dollars funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered at maturity or upon redemption all outstanding Securities, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the maturity or such redemption date of deposit (other than Securities replaced pursuant to Section 2.72.08), 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 from the Company that all conditions precedent provided herein for relating to 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.1(ivSection 5.01(a)(iv), 6.1(vi6.01(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) and 6.16.01(9) ("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 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 Significant Subsidiaries of the Company only), 6.01(8) (with respect to Significant Subsidiaries of the Company only) or 6.01(9) or because of the failure of the Company to comply with clause (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 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 3 hereof hereof, and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient, or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of, premiumof and interest and liquidated damages, if 72 64 any, and on the outstanding Securities when due at maturity or upon redemption of such Securities, including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.08) and liquidated damages, if any, 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 from the Company that all conditions precedent provided herein for relating to 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 of its their obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its their obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, and 4.14 and the operation of Sections 6.1(iv5.01(a)(iii), 6.1(vi5.01(a)(iv), 6.01 (d), 6.01 (f), 6.01 (g) (with respect to Significant Subsidiaries of the Parent only), 6.01(h) (with respect to Significant Subsidiaries of the Parent only) and 6.16.01(i) ("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), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect only to Significant Subsidiaries) or 6.01(i) 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 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 With respect to any Securities of or within a series, when (i) the Company delivers to the Trustee all outstanding Outstanding Securities (other than Securities replaced pursuant of such series that have not already been delivered to Section 2.7) the Trustee for cancellation or (ii) (A) all outstanding Outstanding Securities have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article 3 Four hereof or (B) the Securities of such series shall become due and payable at their Stated Maturity within one year, or the Securities of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee United States in trust funds in U.S. dollars in an amount sufficient, or U.S. Government Obligations sufficient Obligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereof sufficient, without reinvestment, in the written opinion of a nationally recognized firm of independent accounts (which need not be provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on the at maturity or upon redemption all Outstanding Securities not heretofore delivered of such series, including interest thereon to the Trustee for cancellation, for the principal of, premium, if 72 64 any, and interest to the date of deposit (other than Securities replaced pursuant to Section 2.7)maturity or such Redemption Date, and if in the case of either case clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c6.01(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 from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Companywith. (b) Subject to Sections 8.1(c6.01(c) and 8.26.02, the Company at any time may terminate (i) all of its obligations under the Securities of any series and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Article 4 and the operation of Sections 6.1(iv7.01(d), 6.1(vi7.01(e), 7.01(f) and 6.17.01(i) (“covenant defeasance option”) and, if specified pursuant to Section 3.01, its obligations under any other covenant. 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 with respect to the Securities of any series, payment of the Securities of such series 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 7.01(d), 7.01(e), 7.01(f) and 7.01(i). 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 3.06, 6.04, 6.05, 6.06, 8.07, 8.10, 12.01, 12.02 and 12.04 shall survive until the Securities of such series have been paid in full. Thereafter, the Company’s and the Trustee’s obligations in Sections 6.04, 6.05 and 8.07 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 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 3 hereof hereof, and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of, premiumpremium (if any) and interest and Additional Interest, if 72 64 any, and on the outstanding Securities when due at maturity or upon redemption of, including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.08) and Additional Interest, if any, and if in either the case of both clause (i) and (ii) 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 from the Company that all conditions precedent provided herein for relating to 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, and 10.02 the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi6.01(d), 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) and 6.16.01(j) ("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 or its covenant 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(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) or 6.01(j) or because of the failure of the Company to comply with Section 5.01(a)(iii). 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 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04, 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 2.72.8) 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 3 hereof , and, in each case of this clause (ii), payable and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars or U.S. Government Obligations funds sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellationat maturity all outstanding Securities, for the principal of, premium, if 72 64 any, and including interest to the date of deposit thereon (other than Securities replaced pursuant to Section 2.72.8), 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 from the Company that all conditions precedent provided herein for relating to 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 of its obligations under the Securities and this Indenture ("legal defeasance option"). If the Company exercises its defeasance option, payment of the Securities may not be accelerated because of an Event of Default. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) or Notwithstanding clauses (iia) its and (b) above, the Company's obligations in paragraphs 2 and 10 and the first sentence of paragraph I of the Securities and Sections 2.4, 2.5, 2.6, 2.7, 2.8, 4.1, 7.7, 7.8, 8.5 and 8.6 of this Indenture and the obligations of the Guarantors under Article 4 10 of this Indenture in respect thereof shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.7, 8.5 and 8.6 of this Indenture and the operation obligations of Sections 6.1(iv), 6.1(vi) and 6.1the Guarantors under Article 10 of this Indenture in respect thereof 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 3 hereof hereof, and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of and interest and liquidated damages, if any, on the outstanding Securities when due at maturity or upon redemption of, premium, if 72 64 any, and including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.08) and liquidated damages, if any, 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 from the Company that all conditions precedent provided herein for relating to 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 of its their obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its their obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, and 4.14 and the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi5.01(a)(iv), 6.01(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Parent only), 6.01(h) (with respect to Significant Subsidiaries of the Parent only) and 6.16.01(i) ("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 terminates all of their obligations under the Securities and this Indenture by exercising its 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), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only) or 6.01(i) 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 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 or paid pursuant to Section 2.72.08) have been canceled 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 3 hereof hereof, and, in each case of this clause (ii), and the Company irrevocably deposits or causes to be deposited with the Trustee United States dollars funds in an amount sufficient or U.S. Government Obligations sufficient to pay Obligations, the principal of and discharge interest on which will be sufficient, or a combination thereof sufficient, in the entire indebtedness on the Securities not heretofore written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee for cancellation(which delivery shall only be required if U.S. Government Obligations have been so deposited), for to pay the principal of, premiumpremium (if any) and interest, and Additional Interest, if 72 64 any, and on the outstanding Securities when due at maturity or upon redemption of, including interest thereon to the maturity or such redemption date of deposit (other than Securities replaced or paid pursuant to Section 2.7)2.08) and Additional Interest, if any, and if in either the case of both clause (i) and (ii) 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 from the Company that all conditions precedent provided herein for relating to 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 ("legal defeasance option") or (ii) its obligations under Article 4 Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, 4.14 and 10.02 the operation of Sections 6.1(ivSection 5.01(a)(iii), 6.1(vi6.01(d), 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) and 6.16.01(j) ("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 or its covenant 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(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) or 6.01(j) or because of the failure of the Company to comply with Section 5.01(a)(iii). 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 8 shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04, 8.05, and 8.06 shall survive.